FR MM-AC

Application for Conversion of a Mutual Holding Company to Stock Form

Description: The FR MM-AC is used by a Mutual Holding Company (MHC) applying to convert from a mutual to a stock form of ownership pursuant to subpart E of Regulation MM. Applicants must generally comply with all of the requirements of subpart E of Regulation MM and must provide all information requested in the General Instructions to FR MM-AC. Each application must include, among other things, a formal plan of conversion that meets the requirements of section 239.54 of Regulation MM; appraisal (valuation) materials that meet the requirements of section 239.55(g)(2) of Regulation MM; proxy solicitation materials to be circulated to members of the MHC for approval of the plan of conversion; an offering circular; a business plan; and financial, managerial and capital information.

OMB: 7100-0340

Purpose: The information collected on the FR MM-AC is necessary for the Board to fulfill its responsibilities under Home Owners' Loan Act and Regulation MM to evaluate the subject transactions. The completed filings provide data on, among other things, the structure of the proposed transaction; the reorganization plan, the plan of conversion, or stock issuance plan (as applicable); the business plan; the pro forma financial condition of the applicant or notificant; and the effect of the proposed transaction on the organization's ability to satisfy the convenience and needs of the communities it serves.

Background: Pursuant to section 239.56 of Regulation MM, an MHC may not convert to stock form unless, after receiving Board approval of its plan of conversion, the MHC submits the plan of conversion to its members for approval and the members approve the plan of conversion at a meeting of its members by a majority of the total outstanding votes. The MHC must notify members of the meeting in the manner prescribed by section 239.56(c) of Regulation MM and may also notify eligible account holders or supplemental eligible account holders who are not voting members of the proposed conversion. Following the members' meeting, the MHC must submit to the appropriate Reserve Bank information required by section 239.56(d)(1) of Regulation MM. Following completion of the conversion, the MHC must submit to the appropriate Reserve Bank an opinion of counsel that the MHC has complied with all laws applicable to the conversion.

Respondent Panel: Savings and loan holding companies that are organized in mutual form.

Frequency: The FR MM-AC is event generated. All timeframes are generally dependent upon when the notificant or applicant chooses to enter into a transaction, and are set forth in Regulation MM.

Public Release: The information is not published.

Last Update: July 23, 2020