(a) General. This subpart governs how a mutual holding company may
convert from the mutual to the stock form of ownership. This subpart
supersedes all inconsistent charter and bylaw provisions of mutual
holding companies converting to stock form.
(b) Prescribed forms. A mutual holding company
must use the forms prescribed under this subpart and provide such
information as the Board may require under the forms by regulation
or otherwise. The forms required under this subpart include: Form
AC (Application for Conversion); Form PS (Proxy Statement); Form OC
(Offering Circular); and Form OF (Order Form).
(c) Waivers. The Board may waive any
requirement of this subpart or a provision in any prescribed form.
To obtain a waiver, a mutual holding company must file a written request
with the Board that:
(1) Specifies the requirement(s) or provision(s)
that the mutual holding company wants the Board to waive;
(2) Demonstrates that the
waiver is equitable; is not detrimental to the mutual holding company,
mutual members, or other mutual holding companies or savings associations;
and is not contrary to the public interest; and
(3) Includes an opinion of counsel demonstrating
that applicable law does not conflict with the waiver of the requirement
or provision.
