Reporting FR MM-10(o)-1

INSTRUCTIONS FOR PREPARATION OF

Notice of Mutual Holding Company
Reorganization (FR MM-10(o)-1)
Who May Use This Form
This form should be used for applications filed with the
Federal Reserve System (the “Federal Reserve”) under
section 10(o) of Home Owners’ Loan Act of 1933, as
amended (“HOLA”), 12 U.S.C. § 1467a(o); and 12 CFR
239.3, that involve the reorganization of a mutual savings
association (as defined in 12 CFR 239.2(s)) to a federally
chartered mutual holding company (as defined in 12 CFR
239.2(k)) with a newly formed stock savings association.
If the proposed reorganization results in the issuance of
stock to any person other than the mutual holding
company, an applicant must submit FR MM-10(o)-2 in
addition to this 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
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

1

See https://www.federalreserve.gov/apps/reportforms/
See SR letter 12-12 at https://www.federalreserve.gov/supervisionreg/srletters/sr1212.htm
3 The application may alternatively be submitted in paper form.
2

4

See https://www.federalreserve.gov/supervisionreg/afi/eapps_contacts.htm
FR MM-10(o)-1
General Instructions

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General Instructions

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
general circulation in the community(ies) in which the
head offices of the applicant, its largest subsidiary savings
association, and each savings association to be directly or
indirectly acquired are located. 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)).

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General Instructions

The following is a sample notice:
Notice of Application for
(Regorganization of a Savings Association
to a Mutual Holding Company)
(Name and location of head offıce of savings association)
intends to apply to the Board of Governors of the Federal
Reserve System (Board) for permission to reorganize a
mutual savings association to a mutual holding company
to be known as (name and location of head offıce). As part
of the reorganization, we intend to acquire control of (savings
association), a newly formed stock savings association
(and name of subsidiary holding company, if
applicable, and location of head offıce(s); include name
and location of savings association, subsidiary holding
company, or other nonbank insured depository
institution, if any). 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 local credit
needs.
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 Federal Reserve 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.

FR MM-10(o)-1
General Instructions

GEN-3

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 unless 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.)

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The applicant 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
treated 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.

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.
An 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.

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.

For further information on the procedures for
requesting confidential treatment and the Board’s

FR MM-10(o)-1
General Instructions

GEN-5

Requested Information

Sequence, Timing
Reorganization

and

Structure

of

Proposed

1. Provide the expected chronological order of events
related to the proposed reorganization beginning with the
filing of this application through completion of any
proposed acquisition by the mutual holding company, as
defined in
12 CFR 239.2(k).
2. Indicate whether the mutual holding company has held
a meeting of its members to vote on the proposed
reorganization 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).

6. For a mutual holding company that would be subject
to
consolidated
capital
standards
following
consummation of the proposed reorganization, provide
parent company and 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
reorganization; and the resulting pro forma balance
sheets.
The financial information provided in items 4 and 5
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

3. 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.

• Material changes between the date of the balance sheet
and the date of the application (explained by footnotes).

4. Discuss whether the proposed reorganization involves the
proposed 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 (Subsidiary Holding Company) pursuant to 12
CFR 239.11.

7. For a mutual holding company that would be subject
to consolidated capital requirements under the Board’s
Regulation Q (12 CFR Part 217) following
consummation of the proposed reorganization, 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 (if any) capital pursuant to
the capital adequacy regulations as of the end of the
most recent quarter, and provide calculations of the
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.

Financial Information
5. For a mutual holding company that would not be
subject to consolidated capital standards following
consummation of the proposed reorganization 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; debit and credit adjustments (explained by
detailed
footnotes) reflecting the proposed
reorganization.
5
This type of o r g a n i z a t i o n 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 Company Policy Statement. See 12 CFR 238.9; 12 CFR
225, Appendix C.
6 Pursuant to 12 USC § 5371(c)(3)(A), mutual insurance companies that are persons
GEN-6
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
accordance with Generally Accepted Accounting Principles.

FR MM-10(o)-1

DRAFT
Reorganization Plan adopted by the boards of directors of the
Page 7 of X

Charters and bylaws
8. Identify whether the charter and bylaws of the mutual
holding company and Subsidiary Holding Company (if
applicable) as provided in Exhibit 4 below, differ in any
respect from the model charters and bylaws contained in
the Board’s Regulation MM and, if so, describe the
differences in detail and explain why the organization
proposes a non-conforming charter or bylaws.
Expenses; Indemnification

9. Provide a detailed listing of expenses associated with the
proposed reorganization, including (but not limited to)
legal fees, escrow fees, underwriting fees, valuation
(appraisal) fees, transfer agent fees, auditing and
accounting expenses.

Reorganizing Association and any Acquiree Association. The
Reorganization Plan must contain the information specified in
12 CFR 239.6.
Exhibit 2: Business Plan(s). Provide a copy of the business
plan(s) for the proposed mutual holding company and the
Resulting Association. The business plan must include,
without limitation, a complete description of operations,
investments, and financial projections for each such entity for
the first three (3) years after the proposed reorganization; and
must describe how the proceeds of any stock issuance, if
applicable, will be deployed; and must explain the extent to
which the proposed reorganization will affect the convenience
and needs of the communities to be served by the
Reorganizing Association and the Resulting Association. The
business plan must specify the assumptions upon which the
projections are based.
Exhibit 3: Resolution(s) of the Board(s) of Directors
(a) Provide a certified copy or copies of resolutions adopted

10. Describe the procedures that would be put in place to
ensure that expenses properly allocable to the mutual
holding company or Subsidiary Holding Company (e.g.,
employee compensation, accounting, holding company
filings, and taxes) are in fact paid by the mutual holding
company, rather than any of its savings association
subsidiaries.

11. State the general effect of any charter provisions, bylaw
provisions, contract, arrangement, statute, or regulation
to be in effect during or after the proposed reorganization
under which any underwriter, appraiser, lawyer,
accountant, or expert, or director or officer of the mutual
savings association that proposes to reorganize to
become a mutual holding company (Reorganizing
Association), the mutual holding company, the savings
association in stock form that is organized as a
subsidiary of a Reorganizing Association to receive the
substantial part of the assets and liabilities of the
Reorganizing Association upon consummation of the
reorganization (Resulting Association), or any savings
association, other than the Resulting Association, that is
acquired by a mutual holding company as part of, and
concurrently with, a mutual holding company
reorganization, and is in the mutual form immediately
prior to such acquisition (Acquiree Association) will be
insured or indemnified in any manner against any
liability that he or she may incur in his or her capacity as
such.

Exhibits
Provide the following exhibits as attachments to this form:
Exhibit 1: Reorganization Plan. Provide the complete

by a majority of the board of directors of the Reorganizing
Association: (i) adopting the Reorganization Plan filed
with this application, and (ii) authorizing the filing of this
application.
(b) If the proposal involves any Acquiree Association,
submit a certified copy of resolutions adopted by a
majority of the board of directors of the Acquiree
Association: (i) approving the Reorganization Plan, and
(ii) authorizing the filing of this application.
Exhibit 4: Charters and Bylaws
Provide copies of the proposed charter and bylaws of the
mutual holding company, that meet the requirements of 12
CFR 239.13 and 12 CFR 239.15.
Exhibit 5: Proxy Soliciting Materials
Furnish copies of all proxy soliciting materials, including
proxy statements and forms of proxy proposed to be
circulated to members of the Reorganizing Association for
approval of the Reorganization Plan. If the Reorganization
Plan involves an Acquiree Association, also submit
preliminary copies of the proxy soliciting materials to be
circulated to members of the Acquiree Association. Proxy
statements and forms of proxy must contain the information
specified in 12 CFR 239.57.

Documents that are furnished in proposed form,
pursuant to the foregoing, must be furnished in final
form immediately after the meeting(s) of members of
the Reorganizing Association and any Acquiree
Association to consider the Reorganization Plan.

Exhibit 6: Opinion of Counsel
Furnish a legal opinion of counsel for the Reorganizing
Association and for any Acquiree Association that addresses,
at a minimum:
(a) The legal sufficiency of the Reorganization Plan to

achieve transfer of the assets and liabilities of the
Reorganizing Association to the Resulting Association.
(b) If either the Resulting Association or any Acquiree
Association will be state chartered, the state law
requirements applicable to the reorganization, including
citations to applicable state law and a statement regarding
whether such requirements will be fulfilled by the
reorganization.
Exhibit 7: Federal and state tax opinions and rulings

Reorganization Plan to the mutual holding company, the
Resulting Association and any Acquiree Association and
to the members of the Reorganizing Association and any
Acquiree Association under the laws of the state in which
the Reorganizing Association and any Acquiree
Association have their home offices.
Exhibit 8: Miscellaneous Documentation
Provide the following documents:

(a) Any proposed management employment contracts or

contracts with directors.
(b) Any material loan agreements relating to borrowings by

the Reorganizing Association and any Acquiree
Association other than from a Federal Home Loan Bank
and other than subordinated debt securities approved by
the Board.

(a) Furnish an opinion of the tax advisor to the Reorganizing

Association and any Acquiree Association or, if
applicable, a ruling from the Internal Revenue Service as
to the federal income tax consequences of the
Reorganization Plan to the mutual holding company, the
Resulting Association, any Acquiree Association, and to
the members of the Reorganizing Association and any
Acquiree Association
(b) Furnish an opinion of the tax advisor of the Reorganizing
Association and any Acquiree Association, or, if
applicable, a ruling from the appropriate state taxing
authority, regarding any tax consequences of the

GEN-8

Documents that are furnished in proposed form, pursuant to
the foregoing, must be furnished in final form immediately
after the meeting(s) of members of the Reorganizing
Association and any Acquiree Association to consider the
Reorganization Plan.