Code of Massachusetts Regulations › 209 CMR - DIVISION OF BANKS AND LOAN AGENCIES › Title 209 CMR 33.00 - Conversion By Co-operative Banks And Savings Banks From Mutual To Stock Form › Section 33.06 - Optional Provisions of a Plan of Conversion

Current through Register 1525, July 5, 2024
Notwithstanding any other provisions of
				209 CMR 33.00, in addition to
				the requirements of
				209 CMR
				33.05, the plan of conversion may provide any
				or all of the following:
(1) That
			 trustees, directors, officers, and employees of the converting bank, as part of
			 the subscription offering, shall be entitled to purchase up to 30% of the total
			 offering of shares of capital stock, but only to the extent that shares are
			 available after satisfying the subscriptions of eligible account holders and
			 supplemental eligible account holders. The share shall be allocated among
			 trustees, directors, officers, and employees on an equitable basis such as by
			 giving weight to the period of service, compensation and position of the
			 individual, subject to a 5% limitation on the amount of shares which may be
			 purchased by any one person, associate thereof, or group of affiliated persons
			 or group of persons otherwise acting in concert. (shares purchased under 209
			 CMR 33.06 shall be aggregated with shares purchased under all sections when
			 calculating limitations). For purposes of 209 CMR 33.06(1), members of the
			 converting bank's board shall not be deemed to be associates or a group acting
			 in concert solely as a result of their board membership.
(2) Any account holder receiving rights to
			 purchase stock in the subscription offering, shall also receive, without
			 payment, nontransferable subscription rights to purchase up to 1% of the total
			 offering of shares of capital stock, to the extent that such shares are
			 available after satisfying the subscriptions provided for under
			 209 CMR
			 33.05(3) and (5) subject to
			 such conditions as may be provided in the plan of conversion. In the event of
			 an oversubscription for such additional shares, the shares available shall be
			 allocated among the subscribing eligible account holders and supplemental
			 eligible account holders on such equitable basis, related to the amounts of
			 their respective subscriptions, as may be provided in the plan of conversion.
			 Where possible, such subscriptions shall be allocated in such a manner that
			 total purchases by eligible account holders and supplemental eligible account
			 holders shall be rounded to the nearest 100 shares.
(3) The number of shares which any person, or
			 group of persons, associated with each other or otherwise acting in concert,
			 may purchase may be made subject to a limit of not less than 1% of the total
			 offering of shares.
(4) Any person
			 exercising subscription rights to purchase capital stock may be required to
			 purchase a minimum of up to 25 shares to the extent the shares are available
			 (but the aggregate price for any minimum share purchase shall not exceed
			 $500).
(5) The converting bank may
			 issue and sell, in lieu of shares of its capital stock, units of securities
			 consisting of capital stock and long-term warrants or other equity securities,
			 in which event any reference in
			 209 CMR 33.00 to capital
			 stock shall apply to such units of equity securities unless the context
			 otherwise requires.
(6) That,
			 except as otherwise approved by the commissioner, the subscription offering
			 shall commence within 45 days after the date of the meeting of corporators or
			 shareholders for approval of the plan of conversion.
(7) That purchases of stock pursuant to the
			 public offering by any person together with any associate or group of persons
			 acting in concert shall be limited to less than 10% of the total offering of
			 shares, provided that orders for conversion stock exceeding 5% of the total
			 offering shall not exceed in the aggregate 10% of the total offering.
(8) Provide that with the approval of the
			 commissioner, the converting bank may hold a direct community offering
			 concurrently with the subscription offering.
(9) That the commissioner may approve such
			 other equitable provisions as may be necessary to avert imminent injury to the
			 converting bank.