A Mutual Holding Company (MHC) that files an application in connection with a stock issuance conducted as part of any transaction or proposal pursuant to the Home Owners' Loan Act (HOLA) and Regulation MM must file FR MM-OC with the appropriate Reserve Bank. An offering circular must accompany FR MM-OC and such offering circular must be prepared in accordance with applicable rules and regulations promulgated by the U.S. Securities and Exchange Commission (SEC).
Purpose: The information collected on the FR MM-Form OC is necessary for the Board to fulfill its responsibilities under HOLA 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.
An applicant MHC may distribute a preliminary offering circular at the same time as or after the MHC mails the proxy statement to its members, and must distribute the offering circular in accordance with all applicable securities laws and the requirements of subpart E of Regulation MM. If a material event or change of circumstances concerning the proposed transaction occurs, including approval of an extension of time to sell shares by the Board pursuant to section 239.60 of Regulation MM, an MHC must file a post-effective amendment to its offering circular with the Board. Additionally, after the SEC declares the post-effective amendment effective, the MHC must deliver the amendment to each person who subscribed for or ordered shares in the share offering. The post-effective amendment must indicate that each such person may increase, decrease, or rescind their subscription or order.
Savings and loan holding companies that are organized in mutual form.
The FR MM-OC 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.
The information is not published.
Last Update: July 23, 2020