Illinois Administrative Code › Title 38 - FINANCIAL INSTITUTIONS › Part 1075 - SAVINGS BANK ACT › Subpart O - CONVERSION OF MUTUAL SAVINGS BANK TO CAPITAL STOCK SAVINGS BANK › Section 1075.1815 - Definitions

Current through Register Vol. 48, No. 28, July 12, 2024
Terms defined in other Subparts of this Part, when used in
				  this Subpart, shall have the meanings given in those definitions, to the extent
				  those definitions are not inconsistent with the definitions contained in this
				  Subpart unless the context otherwise requires. As used in this Subpart, the
				  following definitions apply, unless the context otherwise requires:
"Acting in Concert" means knowing participation in a joint
				  activity or interdependent conscious parallel action toward a common goal
				  whether pursuant to an express agreement, or a combination or pooling of voting
				  or other interests in the securities of an issuer for a common purpose pursuant
				  to any contract, understanding, relationship, agreement or other arrangement,
				  whether written or otherwise; a person or company that acts in concert with
				  another person or company (other party) shall also be considered to be acting
				  in concert with any person or company who is also acting in concert with that
				  other party, except that any employee stock benefit plan as defined in this
				  Section will not be considered to be acting in concert with its trustee or a
				  person who serves in a similar capacity solely to determine whether stock held
				  by the trustee and stock held by the plan will be aggregated.
"Affiliate" means any company that controls, is controlled
				  by, or is under common control with a person.
"Amount", when used in regard to securities, means the
				  principal amount if relating to evidences of indebtedness, the number of shares
				  if relating to shares of common or preferred stock, and the number of units if
				  relating to any other kind of security.
"Applicant" is a mutual savings bank that has applied to
				  convert pursuant to this Subpart.
"Broker" means any person engaged in the business of
				  effecting transactions in securities for the account of others.
"Capital Stock" includes permanent stock, guaranty stock,
				  permanent reserve stock, any similar certificate evidencing nonwithdrawable
				  capital, preferred stock, or convertible preferred stock of a savings bank
				  converted under this Subpart or of a subsidiary, institution or holding
				  company.
"Charter" includes articles of incorporation, articles of
				  reincorporation, and certificates of incorporation, as amended, effecting
				  (either with or without filing with any governmental agency) the organization
				  or creation of an incorporated person.
"Company" means a corporation, a partnership, an association,
				  a joint stock company, a trust or an unincorporated organization.
"Control" is defined as it is defined in Section 1007.35 of
				  the Act.
"Dealer" means any person who engages either for all or part
				  of his or her time, directly or indirectly, as agent, broker, or principal, in
				  the business of offering, buying, selling, or otherwise dealing or trading in
				  securities issued by another person.
"Department" means the Department of Financial and
				  Professional Regulation.
"Deposit Accounts" means any account defined as a deposit
				  account at Section 7001 of the Act.
"Director" means the Director of the Department of Financial
				  and Professional Regulation-Division of Banking.
"Division" means the Department of Financial and Professional
				  Regulation-Division of Banking.
"Eligibility Record Date" means the record date for
				  determining eligible account holders of a converting mutual savings
				  bank.
"Eligible Account Holder" means any person holding a
				  qualifying deposit as determined in accordance with Section
				  1075.1935.
"Employee" does not include an organization director or
				  officer.
"Employee Stock Benefit Plan" means any defined benefit plan
				  or defined contribution plan, such as an employee stock ownership plan,
				  employee stock purchase plan, stock bonus plan, profit-sharing plan or other
				  plan and its related trust.
"Equity Security" means any stock or similar security; or any
				  security convertible, with or without consideration, into such a security, or
				  carrying any warrant or right to subscribe to or purchase such a security; or
				  any such warrant or right.
"Market Maker" means a dealer who, with respect to a
				  particular security:
regularly publishes bona fide, competitive bid and offer
				  quotations in a recognized interdealer quotation system; or furnishes bona fide
				  competitive bid and offer quotations on request; and
is ready, willing, and able to effect a transaction in
				  reasonable quantities at his or her quoted prices with other brokers or
				  dealers.
"Mutual Savings Bank" means a mutual savings bank organized
				  and operating under the Act.
"Offer of Sale" shall include "offer", "offer to sell", or
				  "offer of sale" and shall include every attempt or offer to dispose of, or
				  solicitation of an offer to buy, a security or interest in a security, for
				  value. These terms shall not include preliminary negotiations or agreements
				  between an applicant and any underwriter or among underwriters who are or are
				  to be in privity of contract with an applicant.
"Officer", for purposes of the purchase of stock in a
				  conversion under this Subpart or the sale of this stock, means the chairman of
				  the board, president, vice president, secretary, treasurer or principal
				  financial officer, comptroller or principal accounting officer, and any other
				  person performing similar functions with respect to any organization, whether
				  incorporated or unincorporated.
"Organization Director" means any person defined as a
				  director by Section 1007.55 of the Act.
"Person" means an individual, a company, or a government or
				  political subdivision.
"Principal Underwriter" means an underwriter, as defined in
				  this Section, in privity of contract with the applicant or other issuer of
				  securities as to which that person is the underwriter.
"Proxy" includes every form of authorization by which a
				  person is or may be designated to act for a stockholder in the exercise of his
				  or her voting rights in the affairs of an institution. The authorization may
				  take the form of failure to dissent or object.
"Purchase" or "Buy" includes every contract to purchase, buy,
				  or otherwise acquire a security or interest in a security for value.
"Sale" or "Sell" includes every contract to sell or otherwise
				  dispose of a security or interest in a security for value; but these terms do
				  not include an exchange of securities in connection with a merger or
				  acquisition approved by the Director.
"Security" includes any note, stock, treasury stock, bond,
				  debenture, transferable share, investment contract, voting-trust certificate,
				  or in general, any instrument commonly known as a "security"; or any
				  certificate of interest or participation in, temporary or interim certificate
				  for, receipt for, or warrant or right to subscribe to or purchase any of the
				  foregoing.
"Subsidiary" of a specified person is a company controlled by
				  the person, directly or indirectly through one or more intermediaries.
"Supplemental Eligibility Record Date" means the supplemental
				  record date for determining supplemental eligible account holders of a
				  converting savings bank required by Section
				  1075.1845.
				  The date shall be the last day of the calendar quarter preceding Director
				  approval of the application for conversion.
"Supplemental Eligible Account Holder" means any person
				  holding a qualifying deposit, as of the supplemental eligibility record date,
				  excluding officers, organization directors and their associates, except as
				  provided in Section 1075.1845.
"Underwriter" means any person who has purchased from an
				  applicant with a view to, or offers or sells for the applicant in connection
				  with, the distribution of any security, or participates or has a direct or
				  indirect participation in the direct or indirect underwriting of any such
				  undertaking; but the term does not include a person whose interest is limited
				  to a commission from an underwriter or dealer not in excess of the usual and
				  customary distributor's or seller's commission.