Disclosure FR MM-PS

General Instructions
INSTRUCTIONS FOR PREPARATION OF

Proxy Statement (FR MM-Form PS)
Who May Use This Form
This form should be used to file information with the
Federal Reserve System (the ‘‘Federal Reserve’’)
pursuant to 12 CFR Part 239, regarding certain
transactions, including reorganizations, stock
issuances and conversions. By using this form,
mutual members will receive information
necessary in order to vote on a particular
transaction.

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.

strongly encouraged to submit their applications
electronically through the Federal Reserve System’s webbased application E-Apps. 3 Additional information on EApps 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.

The applicant must submit the information required by
this form to the appropriate Reserve Bank. Applicants are
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

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.
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.

General Instructions

Requested Information
Item 1. Notice of meeting
The Applicant must include the following information on the cover page of the proxy
statement:
(a) Notice of the members’ meeting to vote on the conversion;
(b) The meeting date, time, and place;
(c) A brief description of each matter that will be voted at the meeting;
(d) The date of record for determining which members are entitled to
vote at the meeting;
(e) The date of the proxy statement; and
(f) The Applicant’s mailing address, zip code, and telephone number.
Item 2. Revocability of proxy
(a) The Applicant must state that a member may revoke his or her proxy
before it is exercised.
(b) The Applicant must briefly describe the procedures a member must follow to
revoke his or her proxy.
(c) The Applicant must describe any charter provision, bylaw, or federal or
state law that limits voting by proxy.
(d) The Applicant must state that the proxy is solicited for the meeting and any
adjournment of the meeting, and that the Applicant will not vote the proxy at
any other meeting.
Item 3. Persons making the solicitation
(a) The Applicant must state whether its management is soliciting the proxy.
If any director informs the Applicant in writing that he or she intends to
oppose any action, the Applicant must name the director and indicate the
action any such director intends to oppose.
(b) The Applicant must describe the method that it will use to solicit proxies,
unless it solicits by mail.

(c) If the Applicant’s management is not soliciting the proxies, it must name the
persons on whose behalf the solicitation is made. The Applicant does not
have to respond to items 5 through 16 for such solicitations.

Item 4. Voting rights and vote required for approval
(a) The Applicant must describe briefly:
(1) the voting rights of each class of its members;
(2) the approximate total number of votes entitled to be cast at the
meeting; and
(3) the voting rights of beneficiaries of accounts held in a fiduciary
capacity, such as IRA accounts.
(b) The Applicant must give the record date for members entitled to vote at the
meeting.
(c) The Applicant must state the vote required for approval of each matter
that will be submitted to a vote of members.
(d) You may not use previously executed proxies to vote on the conversion.
Item 5. Directors and executive officers
(a) The Applicant must furnish the information on directors and executive
officers and certain relationships and related transactions required in items
401 and 404 of Regulation S-K, 17 CFR 229.401 and 404, and item 6 of
Regulation 14A, 17 CFR 240.14a-101. Unless the context otherwise
requires, the words “registrant” and “issuer” in those regulations refer to the
Applicant and the word “Board” refers to the Board of Governors of the
Federal Reserve System.
(b) If the Applicant’s conversion application includes a charitable contribution,
it must disclose:
(1) The proposed number of directors (or trustees) and officers of the
charitable organization;
(2) The name and background of each person proposed as a director (or
trustee) or officer of the charitable organization; and
(3) The position, if any, that each proposed director (or trustee) and officer
holds with the Applicant.
(c) The Applicant must state whether anyone will exercise control through
Proxy Statement

Page X

Form MM-PS

the use of proxies and describe the nature of the control.
Item 6. Management compensation
The Applicant must furnish the information on executive compensation required in item
402 of Regulation S-K, 17 CFR 229.402, and item 7 of Regulation 14A, 17 CFR 240.14a101. Unless the context otherwise requires, the words “registrant” and “issuer” in those
regulations refer to the Applicant and the word “Board” refers to the Board of Governors
of the Federal Reserve System.
Item 7. Business
(a) Description of business.
(1) The Applicant must discuss briefly its organizational history, including
the year of organization.
(2) The Applicant must describe the business that it and its subsidiaries
conduct and intend to conduct. The Applicant must describe how its
business and any predecessor(s)’ business developed over the past five
years. If the Applicant has been engaged in business less than five years,
the Applicant must provide information from when it began operations.
The Applicant must disclose this information for earlier periods if the
information is material to understand how its business developed. The
Applicant must discuss material changes in the way it conducts business.
(3) The Applicant must describe your historical lending practices, and state
its plans for lending. The Applicant must address whether it will offer
real estate or other types of loans, the nature of security it will receive,
the terms of loans it will offer, whether the loans will carry fixed or
variable interest rates, and whether it will retain the loans or resell them
in secondary mortgage markets.
(4) The Applicant must explain whether any material acquisitions have had
or will have significant impact on it, and the nature of the impact.
(b) Selected financial data. The Applicant must furnish a summary of its
selected financial data in tabular form. The Applicant must provide this
information in columns that permit the comparison of data in each of the last
three fiscal years. The Applicant must provide data for any additional fiscal
years, if the data is necessary to keep the summary from being misleading.
Financial data should be provided on a consolidated and/or parent-only basis
as appropriate, for Applicant and for its consolidated subsidiaries.
Instructions.
1.

Proxy Statement

The Applicant must include the following items in the summary: Total
interest income; total interest expense; income (loss) from continuing
operations; net income; total loans; total investments; total assets; total
Page X

Form MM-PS

deposits; total borrowings; total retained earnings; total shareholders’
equity; total regulatory capital; and total number of customer service
facilities, indicating the number which provide full service. The Applicant
may vary this data if the variance is appropriate to conform to the nature of
its business. The Applicant may include additional items if it believes the
items would enhance understanding and highlight trends in its financial
condition and results of operations. The Applicant must briefly describe
factors that materially affect the comparability of the financial data, such
as accounting changes, business combinations, or dispositions of business
operations. The Applicant may describe such factors by a cross reference
to other discussions in the proxy statement. The Applicant must also
discuss any material uncertainties that may cause the data not to be
indicative of its future financial condition or results of operations.
2.

If the Applicant elects to provide three-year summary information in
accordance with the Financial Accounting Standards Board’s Statement of
Financial Accounting Standards No. 89 (“SFAS 89”) “Financial Reporting
and Changing Prices,” it may combine this information with the selected
financial data required in this item.

3.

If the Applicant includes interim-period financial statements, or it is
required to include interim-period financial statements under item 14, it
must update the selected financial data for the interim period to reflect any
material change in the trends indicated. If updating information is
necessary, it must provide the information on a comparative basis, unless
the comparison is not necessary to understand the updating information.
The Applicant must provide a management statement of presentation for
the required interim-period financial data reported.

(c) Management's discussion and analysis of financial condition and results of
operations.
(1) The Applicant must discuss its financial condition, changes in financial
condition, and results of operations for Applicant and its subsidiaries. The
Applicant must discuss the information in paragraphs (i), (ii), and (iii) of
this paragraph (c) with respect to liquidity, committed resources, and
results of operations. The Applicant must also provide all other information
necessary to understand its financial condition, changes in its financial
condition, and results of its operations. The Applicant must discuss
significant business combinations. The Applicant may combine the
discussion of liquidity and capital resources, if the two topics are
interrelated. If a discussion of the subdivisions of its business is appropriate
to understand the Applicant’s business, it must focus its discussion on each
relevant, reportable segment or other subdivision of the business, and on its
business as a whole.
(i) Liquidity. The Applicant must identify any known trends or any
known demands, commitments, events, or uncertainties that are
Proxy Statement

Page X

Form MM-PS

reasonably likely to cause its liquidity to materially increase or
decrease. If the Applicant identifies a material deficiency, indicate
what it has done or will do to remedy the deficiency. The Applicant
must identify and separately describe internal and external sources of
liquidity, and briefly discuss any material unused sources of liquid
assets. The Applicant must comment on maturity imbalances between
assets and liabilities.
(ii) Committed resources. The Applicant must describe its material
commitments for funding loans or other expenditures as of the end of
the latest fiscal period. The Applicant must indicate the general
purpose of the commitments and the anticipated source of funds to
fulfill the commitments. The Applicant must describe known material
trends, favorable or unfavorable, in its committed resources. The
Applicant must indicate any expected material changes in the mix and
the relative cost of the resources. The Applicant must discuss changes
between deposits, equity, debt, and any off-balance- sheet financing
arrangements.

(iii) Results of operations.
(A) The Applicant must describe any unusual or infrequent events or
transactions or any significant economic changes that materially
affected the amount of reported income from continuing
operations. In each case, the Applicant must indicate the extent to
which these events, transactions, or changes affected income. In
addition, the Applicant must describe any other significant
components of revenues or expenses necessary to understand its
results of operations.
(B) The Applicant must describe any known trends or uncertainties
that have had, or will have, a materially favorable or unfavorable
impact on revenue or net income from its continuing operations. If
the Applicant knows of events that will cause a material change in
the relationship between costs and revenues, it must disclose the
change in the relationship.
(C) If the Applicant’s financial statements disclose material
increases in interest expense, it must discuss the extent to which
the increases are attributable to increases in rates or to increases
in volume.
(D) For the Applicant’s three most recent fiscal years, or for those fiscal
years in which it has been engaged in business, whichever period is
shorter, the Applicant must discuss the impact of inflation and
changing prices on revenue and net income from continuing
operations.
Proxy Statement

(E) For the most recent financial statement, the Applicant must discuss
Page X

Form MM-PS

any unusual risk characteristics in its assets, including real estate
development, significant amounts of commercial real estate held as
loan collateral, and significant increases in amounts of nonaccrual,
past due, restructured, and potential problem loans (see Securities and
Exchange Commission’s Securities Act Industry Guide 3, section III
C).

(iv) The Applicant must provide a qualitative and quantitative
discussion of its market risk analysis.
Instructions.
1. The Applicant’s discussion and analysis must address your financial

statements and other statistical data that will enhance a reader's
understanding of the Applicant’s financial condition, changes in its
financial condition, and results of operations. Generally, the Applicant
must discuss the three-year period covered by the financial statements
and use year-to-year comparisons to enhance a reader's understanding.
2. The Applicant’s discussion and analysis should provide members with

relevant information to assess its financial condition and results of
operations, based on the members’ evaluation of the amounts and
certainty of cash flows from operations and from outside sources.
3. The Applicant’s discussion and analysis must specifically focus on

material events and uncertainties known to it that would cause reported
financial information not to be indicative of future operating results or of
future financial condition.
4. If the consolidated and/or parent-only financial statements reveal

material changes from year to year in one or more line items, the
Applicant must state the causes for the changes if the causes are
necessary to understand its business as a whole.
5. The Board of Governors of the Federal Reserve System (“Board”)

encourages the Applicant, but does not require it, to supply forwardlooking information. The Applicant must disclose known data that will
have an impact upon future operating results, such as known future
increases in rates or other costs.
6. If the Applicant discloses narrative explanations of supplementary

information in accordance with SFAS 89, it may combine these
explanations with its discussion and analysis required under this
provision or it may supply the information separately. If the Applicant
combines the information, it must place it reasonably near the discussion
and analysis. If the Applicant does not combine the information, it may
omit the required discussion of the impact of inflation and cross
reference the explanations provided under SFAS 89.
Proxy Statement

Page X

Form MM-PS

7. If the Applicant does not disclose explanations of supplementary

information in accordance with SFAS 89, it may discuss the effects of
inflation and changes in prices in an appropriate manner. However, the
Applicant must include a brief textual presentation of management's
views. The Applicant does not have to present specific numerical
financial data.
(2) If the Applicant includes interim-period financial statements, it must
provide management’s discussion and analysis of the financial condition
and results of operations. This discussion and analysis must enable the
reader to assess material changes in its financial condition and results of
operations between the periods specified in subdivisions (i) and (ii) of this
paragraph. The Applicant’s discussion and analysis must address material
changes in the items specifically listed in paragraph (c)(1) of this item 7.
However, the Applicant does not have to address the impact of inflation
and changing prices on operations for interim periods.
(i) Material changes in financial condition. The Applicant must discuss
any material changes in financial condition from the end of the
preceding fiscal year to the date of the most recent interim balance
sheet that it provides. If the Applicant provides an interim balance
sheet as of the corresponding interim date of the preceding fiscal year,
it must discuss any material change in financial condition from that
date to the date of the most recent interim balance sheet that it
provides.
(ii) Material changes in results of operations. The Applicant must discuss
any material changes in its results of operations from the most recent
fiscal year-to-date period for which the Applicant provides an income
statement to the corresponding year-to-date period of the preceding
fiscal year. If the Applicant provides an income statement for the most
recent fiscal year quarter, it must discuss material changes with
respect to that fiscal quarter and the corresponding fiscal quarter in the
preceding fiscal year.
(d) Lending activities.
(1) The Applicant must describe briefly the areas where it normally lends.
(2) The Applicant must describe briefly its long-term investments in mortgage
loans, and the effect of these investments on its earnings spread. The
Applicant must provide the normal maturity of loans that it made on the
security of single family dwellings and estimate the average length of time
these loans are outstanding.
(3) For each of the periods required by item 14(b), the Applicant must provide
the following information in tabular form. The Applicant may exclude fees
Proxy Statement

Page X

Form MM-PS

that are not adjustments of yield.
(i) Average yield during the period on: (A) the Applicant’s loan
portfolio, (B) its investment portfolio, (C) other interest-earning assets,
and (D) all interest-earning assets. The Applicant must compute
average yield at least monthly.
(ii) Average rate paid during the period on: (A) deposits, (B) borrowings
and Federal Home Loan Bank advances, (C) other interest-bearing
liabilities, and (D) all interest-bearing liabilities ((A), (B), and (C)).
You must compute average rate paid at least monthly.
(iii) The net yield on average interest-earning assets (i.e., net interest
earnings divided by average interest-earning assets. Net interest
earnings is the difference between the amount of interest earned and
interest paid).
(iv) For each of the periods required by item 14(b), you must provide in
tabular form: (A) The amount of change in interest income and (B) the
amount of change in interest expense. For each major category of
interest-earning asset and interest- bearing liability (as stated in items
(i) and (ii) of paragraph (4)), you must attribute the amount of change
to: (1) changes in volume (change in volume multiplied by old rate),
(2) changes in rates (change in rate multiplied by old volume), and (3)
changes in rate volume (change in rate multiplied by the change in
volume). You must allocate the rate/volume variances consistently
between rate and volume variance and disclose the basis of allocation
in a note to the table.

(4) For each of the periods required by item 14, the Applicant must present the
following:
(i) Return on assets (net income divided by average total assets).
(ii) Return on equity (net income divided by average equity).
(iii) Equity-to-assets ratio (average equity divided by average total assets).
(5) The Applicant must briefly describe federal and state restrictions on its
lending activities and laws affecting mortgage lending or other lending.
(6) The Applicant must describe briefly the risk elements in its loan and
investment portfolios and its procedures for delinquent loans. As of the end of
each of the periods covered by the statements of operation required by item
14(b)(1), and as of the date of the latest statement of financial condition
required by item 14(a), the Applicant must set forth in tables the amounts and
categories of nonaccrual, past due, restructured, and potential problem loans
Proxy Statement

Page X

Form MM-PS

(see Securities and Exchange Commission’s Securities Act Industry Guide 3,
section III. C.) and the ratio of such loans to total assets.
(e) Savings Activities. The Applicant must state, if it liquidates after conversion,
it will fully pay savings account holders before it pays shareholders.
(f) Federal Regulation. The Applicant must describe briefly, to the extent not
otherwise covered by other items, how federal agencies regulate it and its
operations. The Applicant must describe federal regulatory capital
requirements, what will happen to the Applicant if it fails to meet those
capital requirements, and whether its regulatory capital position complies
with those requirements.
(g) Federal and State Taxation.
(1) The applicant must describe briefly applicable federal income tax laws
including:
(i)

Permissible bad debt reserves;

(ii)

The applicant’s position with respect to the maximum bad debt
reserve limitations as of the date of the latest statement of financial
condition required under item 14(a);

(iii)

Future increases in the applicant’s effective income tax rate;

(iv) The date through which the Internal Revenue Service audited the
applicant’s federal income tax returns; and
(v)

How the payment of cash dividends on the applicant’s capital
stock after conversion will effect its federal income taxes.

(2) The applicant must briefly describe applicable state tax laws.
(h) Competition. The Applicant must describe the material sources of
competition for savings associations generally. The Applicant must indicate,
to the extent practicable, its position in its principal lending and savings
markets.
(i) Office and other material properties. The Applicant must furnish the location
of its home office, branch offices, and other office facilities (such as mobile
or satellite offices). The Applicant must state the total net book value of all
offices as of the date of the latest statement of financial condition required
by item 14(a). The Applicant must state the expiration date of the lease on
every leased office. The Applicant must describe briefly any undeveloped
land that it owns, including the location, net book value, prospective use, and
holding period.
Proxy Statement

Page X

Form MM-PS

(j) Employees. The Applicant must state the number of full-time employees,
including executive officers listed under item 5. The Applicant must
summarize briefly any loan, profit sharing, retirement, medical,
hospitalization or other compensation plans that it provides to its employees,
unless it has already included this information under item 6.
(k) Subsidiaries. The Applicant must describe briefly its investment in each
subsidiary, and the major lines of the subsidiary’s business (including any
joint ventures) that are material to its operations.
(l) Legal proceedings. The Applicant must furnish the information on legal
proceedings required by item 103 of Regulation S-K, 17 CFR 229.103.
Unless the context otherwise requires, “registrant” in that regulation means
the Applicant.
(m) Additional information. The Applicant may request permission to omit any
information required by this item, or to substitute appropriate information of
comparable character. The Board may permit the Applicant to omit or
substitute information where it is consistent with the protection of account
holders. The Board may also require the Applicant to furnish other
additional or substitute information if the information is necessary or
appropriate to adequately describe past and future business.

Items 8 through 15 below are applicable only in the case of conversion of a
mutual holding company to the stock form of ownership.
Item 8. Description of the plan of conversion
(a) The Applicant must state in the proxy statement before the information
required by this item 8 that the plan of conversion is attached as an exhibit to
the proxy statement and that the reader may consult the plan for further
information.
(b) The Applicant must describe its plan of conversion. The Applicant must
describe the information required by paragraphs (c) through (j) of this item.
The Applicant must include any additional information necessary to
accurately describe the material provisions of the plan.
(c) The Applicant must briefly describe the effects of conversion from a mutual
to a stock form of organization, including all of the following:
(1) That the Applicant’s savings account holders will continue to hold FDICinsured accounts in the savings association, with the same dollar amount,
rates of return, and general terms as existing accounts;
(2) That the Applicant’s savings and borrowing members will not have voting
rights after conversion. In the mutual holding company context, however,
the Applicant must describe what voting rights, if any, its savings and
Proxy Statement

Page X

Form MM-PS

borrowing members will have after reorganization;
(3) That the account holders have liquidation rights. The Applicant must
describe the liquidation account it will establish and maintain, including
when it will pay the account, the interest of eligible account holders and
supplemental eligible account holders in the account, and the formula that
it will use to adjust the account;
(4) That the conversion will not affect borrowers’ loans, including the amount,
rate, maturity, security, or other contractual terms;
(5) That the FDIC will not insure your stock;
(6) That the Applicant will not distribute any assets other than to pay
conversion expenses or to make a charitable contribution; and
(7) The reasons management recommends the conversion, including any
advantages to the community that the Applicant serves.
(d) The Applicant must furnish the following information regarding the
subscription rights of members:
(1) The formula that the Applicant will use to determine the subscription rights
of account holders to purchase shares under 12 CFR 239.59;
(2) The purchase priorities, total purchase limitations, total number of shares
that members may purchase, and the allocation formula in the plan of
conversion;
(3) The allocation formulas that the Applicant will use if shares are
oversubscribed during the sale under the plan of conversion; and
(4) The use and timing of the order forms for the exercise of subscription
rights.
(e) The Applicant must furnish the following information regarding the price of
the shares it will sell in the public offering under the plan of conversion:
(1) The Applicant must estimate the price range per share of the shares it will
sell in the public offering under its plan of conversion. The Applicant does
not have to estimate the price range if it will not begin the offering until after
its members’ meeting;
(2) The Applicant must indicate that the offering price will be the pro forma
market value of the shares, as determined by its management and the
underwriter; and
(3) The Applicant must state that it must sell all of the shares.
Proxy Statement

Page X

Form MM-PS

(f) Unless the Applicant will not begin the offering until after its members’
meeting, it must discuss the following concerning stock it will sell:
(1) the earnings per share on a pro forma basis as of the most recent year-end
and interim period required by item 14(b); and
(2) the book value per share on a pro forma basis as of the most recent yearend and interim period required by item 14(a).
Instructions.
1. The Applicant must provide earnings and book value per share data (a)
without giving effect to the estimated net proceeds from the sale of the
stock and (b) after giving effect to such proceeds. The Applicant must
clearly state all of its assumptions.
2. In computing pro forma earnings, the Applicant must use the average of
(i) the average yield on all interest-earning assets (item 7(d)(4)(i)(D)) and
(ii) the average rate paid on deposits (item 7(d)(4)(ii)(A)).
3. If interest rates have significantly changed during the applicable periods,
the Board may permit the Applicant to use properly supported alternative
computations.
4. The Applicant must explain that pro forma data may not be indicative of
its actual financial position or the results of continuing operations after the
conversion.
(g) The Applicant must state when the proposed subscription period will begin
and end, and must describe whether the plan of conversion permits it to
change or extend these dates. The Applicant must also state the following:
(1) The Applicant will set a maximum subscription price in the offering
circular that it will use for the offering of subscription rights;
(2) The actual subscription price will be the public offering price;
(3) The actual subscription price will not exceed the maximum subscription
price on the order form; and
(4) The Applicant will refund any difference between the maximum and actual
subscription prices, unless the subscriber affirmatively elects to apply the
difference to the purchase of additional shares.
(h) The Applicant must also:
(1) Describe, to the extent practicable, whether the Applicant intends to list its
shares on an exchange, or how it will otherwise provide a market for the
Proxy Statement

Page X

Form MM-PS

purchase and sale of shares in the future; and

Proxy Statement

Page X

Form MM-PS

(2) Describe briefly the tax effect of the conversion on the Applicant and on the
various classes of account holders receiving nontransferable subscription rights
in the conversion.
(i) The Applicant must state whether the plan of conversion permits it to offer
unsubscribed shares to the public directly or through underwriters:
(1) The Applicant must include the following information in substantially the
tabular form set forth below.

Selling Discounts
and Commissions

Price to Public
Per Share
Total

$
$

$
$

Proceeds to
Applicant
$
$

(2) If the Applicant sells any unsubscribed shares to the public, you must indicate:
(i) The timing for the offering.
(ii) The geographic area where you will make the offering.
(iii) The method you will employ to market the shares (including the
frequency and nature of communications or contracts with potential
purchasers).
(iv) Any preferences that you will give to any geographic area or to any class
of potential purchasers.
(v) The limitations on purchases by potential purchasers.
(3) If a selling agent assists in offering shares, the Applicant must identify the
selling agent, disclose how the selling agent will offer the shares, and disclose
the commissions and fees you will pay to the selling agent.
(4) If the Applicant will offer any shares through underwriters, it must identify the
names of the principal underwriters and the amounts that each will underwrite.
The Applicant must identify each principal underwriter that has a material
relationship with the Applicant and describe the relationship.
(5) The Applicant must briefly disclose the discounts and commissions that it may
allow or may pay dealers in connection with the sale of unsubscribed shares for
the public offering.

Proxy Statement

Page X

Form MM-PS

(j) The Applicant must furnish the following information on proposed purchases of
shares by its directors and officers in a table:
(1) The total proposed number of shares that all officers, directors, and their
associates as a group may purchase.
(2) The name and position of each officer and director in item 5(a) and the number
of shares each will purchase.
(3) If any officer, director, or his or her associate proposes to purchase one percent
or more of the total number of shares that will be outstanding, the name,
position, and the number of shares that the officer, director, or associate will
purchase.
(4) Indicate separately the number of shares that will be purchased in each offering
category with respect to the information required by items (1), (2), and (3) of
paragraph (j).
(k) If the Applicant’s conversion application includes a charitable contribution, it
must disclose the following additional information:
(1) The amount and percentage of shares that each proposed director (or trustee)
and officer of the charitable organization will purchase in the conversion.
(2) The aggregate number and percentage of shares that the charitable organization
and its proposed officers and directors (or trustees) will hold.
(3) The number of shares and value of the contribution at the minimum, midpoint,
maximum, and maximum as adjusted, of the valuation range.
(4) The decrease in shares that the Applicant will sell in the conversion, in number
of shares and dollar amounts, at the minimum, midpoint, maximum, and
maximum as adjusted, of the valuation range.
(5) The dilution in ownership and book value per share from the proposed
contribution.
(6) The Applicant’s plans for additional charitable contributions over the next three
years.
Instruction. The Applicant is only required to furnish information on associates
of officers and directors to the extent that it know this information. If the
Applicant is unable to confirm the number of shares an associate will purchase,
it must disclose the number of shares the associate is given subscription rights
to purchase.
Item 9. Description of stock
Proxy Statement

Page X

Form MM-PS

(a) The Applicant must furnish the information required in item 202 of Regulation SK, 17 CFR 229.202. Unless the context otherwise requires, “registrant” refers to
the Applicant.
(b) The Applicant must undertake to use its best efforts to encourage and assist a
professional market maker to establish and maintain a market for its shares.
(c) The Applicant must discuss the trading market that it expects will exist for its
shares. The Applicant must estimate the number of market makers and
shareholders, and describe its plans for listing the stock.
Instruction. The Applicant must describe the basic requirements it must meet
to list its stock.
(d) If the rights of the Applicant’s stockholders will be materially limited or qualified
by the rights of savings account holders or borrowers, it must describe these
limitations or qualifications so that members can understand their stock rights.
Item 10. Capitalization
The Applicant must set forth the amounts of its capitalization in substantially the tabular form
indicated below. The Applicant may modify the captions as appropriate.

Deposits
FHLB Advances
Other Borrowings
Capital Stock
Preferred Stock
Paid-in Capital
Retained Earnings
Restricted
Unrestricted
TOTAL

(A) Capitalization
on most recent
balance sheet date
$

(B) Pro forma
adjustments as a
result of conversion
$

(C) Pro forma
capitalization, after
giving effect to the
conversion
$

$

$

$

Instructions.
1. The Applicant must indicate in the table, or in a footnote to the table, the total

number of shares it will authorize, the par or stated value of the shares, and the
number of shares it will sell in the conversion.
2. The Applicant must estimate in the table the total amount of funds it will
Proxy Statement

Page X

Form MM-PS

receive when it sells its stock. In a footnote, it must state the price per share
that it used for the estimate. The Applicant must clearly indicate that the total
amount and price per share are estimates.
3. In Column A, the Applicant must use the most recent balance sheet date

required by item 14.
Item 11. Use of proceeds
The Applicant must explain how it will use the new proceeds of the conversion, including
the approximate amount that it will use for each purpose. For example, use of proceeds
may include expanded secondary market activities, larger scale lending projects, loan
portfolio diversification, increased liquidity investments, repayment of debt, additional
branch offices or other facilities, service corporation investments, and acquisitions.
Item 12. New charter, bylaws, or other documents
The Applicant must describe the material changes to its existing charter, bylaws, and other
similar documents that will take effect after conversion.
Item 13. Other matters
The Applicant must state that it will register its stock under section 12(g) of the Securities
Exchange Act of 1934, and that it will not deregister the stock for three years after the date of
conversion.
Item 14. Financial statements
(a) Consolidated balance sheets.
(1) The Applicant and its subsidiaries must furnish consolidated, audited balance
sheets as of the end of each of the two most recent fiscal years, even if it is
filing using the provisions of Regulation S-B.
(2) If the latest balance sheets the Applicant furnishes under (1) of this paragraph
are dated 135 days or more before the date the Board approves the conversion,
it must furnish an interim balance sheet dated within 135 days of Board
approval. This interim balance sheet may be unaudited.
(3) If the latest balance sheets the Applicant furnishes under (1) of this paragraph
are dated 105 days or more before the date the Board approves the conversion,
it must furnish a Recent Development section of selected financial data and a
Management’s Discussion and Analysis section of significant variances.
(b) Consolidated statements of income and cash flows.
(1) The Applicant, its subsidiaries, and its predecessors must furnish consolidated,
Proxy Statement

Page X

Form MM-PS

audited statements of income and cash flows for each of the three fiscal years
preceding the date of the most recent balance sheet furnished.
(2) In addition, the Applicant must furnish statements of income and cash flows (i)
for any interim period between the latest audited balance sheet and the date of
the most recent interim balance sheet that it files, and (ii) for the corresponding
period of the preceding fiscal year. The interim financial statements may be unaudited.

(c) Changes in stockholders' equity. The Applicant must analyze the changes in each
caption of stockholders’ equity in the balance sheets. The Applicant must present
this analysis in a note or separate statement that reconciles the beginning balance
with the ending balance for each period for which it is required to furnish an
income statement. The Applicant must describe all significant reconciling items
with appropriate captions. The Applicant must reconcile total generally accepted
accounting principles (GAAP) capital with actual tangible, core, and risk-based
capital in the notes to the financial statements.
(d) Financial statements of business acquired or to be acquired. The Applicant must
furnish the information required by 17 CFR 210.3-05 and 210.11-01 to -03 for
any business that it has acquired or will acquire.
(e) Separate financial statements of subsidiaries not consolidated and persons for
whom its ownership is 50 percent or less. The Applicant must furnish the
information required by 17 CFR 210.3-09 on separate financial statements of
subsidiaries not consolidated and persons for whom its ownership is 50 percent
or less.
(f) Filing of other statements in certain cases. The Applicant may request permission
to omit any of the statements required by this item, or to substitute appropriate
statements of comparable character. The Board may permit the Applicant to omit
or substitute statements where it is consistent with the protection of account
holders. The Board may also require the Applicant to include other additional or
substitute statements, if the statements are necessary or appropriate to adequately
present the financial condition of any person whose financial statements are
required, or whose statements are otherwise necessary for the protection of
account holders and others.
Instructions.
1. If the Applicant previously used an audit period for its certified financial

statements and this audit period does not coincide with its fiscal year, it may
use the audit period instead of any required fiscal year. The Applicant may use
this audit period, however, only if it covers a full twelve months’ operations
and it has used this period consistently.
2. Interim financial statements must be comparative and reported in the same

format as the audited financial statements.
Proxy Statement

Page X

Form MM-PS

Proxy Statement

Page X

Form MM-PS