Reporting FR MM-OC

INSTRUCTIONS FOR PREPARATION OF

Offering Circulars
(FR MM- Form OC)

Inquiries regarding the preparation and filing of applications should
be directed to the Reserve Bank responsible for supervising the
applicant. For applicants not currently supervised by a Reserve Bank,
inquiries should be directed to the Reserve Bank of the Federal
Reserve district in which the company's banking operations would be
principally conducted, as measured by total domestic deposits in its
subsidiary savings association(s) on the date it will become a mutual
holding company (the "appropriate Reserve Bank").

Who May Use This Form
This form should be used to file offering circulars with
the Federal Reserve System (the “Federal Reserve”)
pursuant to 12 CFR Part 239.

Applicability of Regulation LL and MM

electronically through the Federal Reserve System’s
web-based application E-Apps.3 Additional information on E-Apps may be found on the Board’s public
website.4 Alternative formats to this form, if used,
must provide all requested information. In order to be
considered properly filed in accordance with the
requirements of HOLA and Regulations LL and MM,
the application must be substantially complete and
responsive to each item of information requested
(including an indication that the answer is “not applicable” or “none” if such is the case).

DRAFT

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
1. See https://www.federalreserve.gov/apps/reportforms/
2. See SR letter 12-12 at https://www.federalreserve.gov/
supervisionreg/srletters/sr1212.htm.

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.

3. The application may alternatively be submitted in paper form.
4. See https://www.federalreserve.gov/supervisionreg/afi/eapps_
contacts.htm

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General Instructions
personnel and medical and similar files

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.

information is nonpublic commercial or financial
information, which is both customarily and actually
treated as private,

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.

DRAFT

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.)
The applicant must follow the steps outlined immediately below, and certify in the application (or related
submissions) that these steps have been followed.

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.
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.

261.17

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 an applicant’s presentation. An applicant bears the full burden for presenting and documenting a case that meets the statutory criteria for

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General Instructions

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

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

law and rules and regulations promulgated by the U.S.
Securities and Exchange Commission.

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

DRAFT

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