Louisiana Administrative Code › Title 10 - FINANCIAL INSTITUTIONS, CONSUMER CREDIT, INVESTMENT SECURITIES AND UCC › Part VII - Savings Banks › Chapter 3 - Conversions › Section VII-303 - Definitions

Current through Register Vol. 50, No. 6, June 20, 2024
A. For purposes of this rule, the following terms shall have the following meanings.
Acting in Concert
-
a. knowing participation in a joint activity or interdependent conscious parallel action towards a common goal whether or not 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;
b. a person who acts in concert with another person ("other party") shall also be acting in concert with any person who is also acting in concert with that other party, except that an employee benefit plan will not be acting in concert with its trustee or a person who serves in a similar capacity solely for the purpose of determining whether stock held by the trustee and stock held by the plan will be aggregated. No officer or director of an applicant shall be deemed acting in concert with its trustee or a person who serves in a similar capacity solely for the purpose of determining whether stock held by the trustee and stock held by the plan will be aggregated. No officer or director of an applicant shall be deemed acting in concert with another officer or director merely by reason of holding those positions.
Affiliate
of
, or
a Person Affiliated With
,
a Specified Person
- a person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the person specified.
Amount
- pertaining to securities, means the principal if relating to evidence of indebtedness, the number of shares if relating to shares, or the number of units if relating to any other kind of security.
Applicant
- includes a Louisiana state-chartered savings bank organized in mutual form which is making an application for conversion under this rule and may also be referred to herein as the "converting savings bank."
Associate
- when indicating a relationship between persons, means:
a. any corporation or organization (other than the applicant or a majority-owned subsidiary of the applicant) of which the person, or members of the person's immediate family, is an officer, director or partner, or is directly or indirectly, the beneficial owner of 10 percent or more of any class of equity securities;
b. any trust, as defined in R.S. 9:1731, or other estate in which the person has a substantial beneficial interest or as to which the person serves as trustee or in a similar fiduciary capacity. Except as otherwise provided, for purposes of §305 or 307,
associate
does not include any tax-qualified or non-tax-qualified employee stock benefit plan in which a person has a substantial beneficial interest or serves as a trustee or in a similar fiduciary capacity;
c. any relative or spouse of such person, or any relative of such spouse, who has the same legal residence as or shares living quarters with such person; and
d. a director or officer of any of the applicant's parent organizations, holding companies or subsidiaries.
Broker-Dealer
- a person in the business of effecting transactions in securities as defined in R.S. 51:702(5)(a).
Capital Stock
or
Stock
- includes permanent stock, guaranty stock, permanent reserve stock, common stock, preferred stock, convertible preferred stock and any similar certificate evidencing nonwithdrawable capital of an institution, holding company or a subsidiary of the savings bank or savings bank holding company.
Commissioner
- the Commissioner of Financial Institutions for the state of Louisiana, who is also the Commissioner of Securities.
Control
- the power to direct or cause the direction of the management and policies of a person, through ownership of voting securities, by contract or otherwise.
Deposit Account
- part of the liability of the savings bank which is credited to the account of the holder thereof, including certificates of deposit.
Deposit Account Holder
- a person who holds a deposit account in an applicant and includes an eligible account holder and a supplemental eligible account holder.
Eligible Account Holder
- any person holding a qualifying deposit as determined in accordance with §309, but shall include only those account holders with savings accounts in place for a minimum of one year prior to the board of directors' adoption of the plan of conversion.
Eligibility Record Date
- the record date for determining eligible account holders of an applicant.
Employee
- a person employed by the applicant as specified in the plan of conversion, but does not include a director or officer of the applicant.
Equity Security
- 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 security; or any such warrant or right.
Local Community
- all parishes in which the converting savings bank has its home office or a branch office, each parish's standard metropolitan statistical area or the general metropolitan area of each of these parishes and such other similar local area(s) as provided for in the plan of conversion, as approved by OFI.
Market Maker
- a dealer who, with respect to a particular security:
a. regularly publishes bona fide, competitive bid and offer quotations in a recognized inter-dealer quotation system; or
b. furnishes bona fide competitive bid and offer quotations on request; and
c. is ready, willing and able to effect transactions in reasonable quantities at his or her quoted prices with other broker-dealers.
Material
- when used to qualify a requirement for the furnishing of information as to any subject, limits the information required to those matters as to which an average prudent investor ought reasonably to be informed before purchasing an equity security of the applicant, or matters as to which an average prudent member of the applicant ought reasonably to be informed in voting upon the plan of conversion of the applicant.
Member
- any person qualifying as a member of a savings bank pursuant to its articles of incorporation and bylaws.
Offer
- every attempt or offer to dispose of, or solicitation of an offer to buy, a security or interest in a security, for value.
Offer
does not include preliminary negotiations or agreements between an applicant, or any person directly or indirectly controlled by an applicant, or under direct or common control with an applicant, and any underwriter or among underwriters who are or are to be in privity of contract with an applicant or any person on whose behalf an offer is to be made.
Officer
- the chair of the board of directors, president, vice presidents, secretary, treasurer or principal financial officer, comptroller or principal accounting officer, and any other person performing similar functions, whether incorporated or unincorporated.
Person
- an individual, a corporation, a limited liability company, a partnership, a limited liability partnership, an association, an institution, a joint-stock company, a trust, any unincorporated organization, a government or political subdivision, or any other organization.
Proxy
- includes every form of authorization by which a person is, or may be deemed to be, designated to act for an applicant's member in the exercise of his or her voting rights in the business of an applicant. An authorization may take the form of failure to dissent or object.
Purchase
and
Buy
- shall include every contract to acquire a security or interest in a security for value.
Sale
- includes every contract to sell or otherwise dispose of a security or interest in a security for value but does not include an exchange of securities in connection with a merger or acquisition approved under this rule.
Security
- includes any note, stock, treasury stock, bond, debenture, evidence of indebtedness, transferable share, investment contract, voting trust certificate, or 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.
Solicitation and Solicit
-
a. any request for a proxy whether or not accompanied by or included in a form of proxy;
b. any request to execute, not execute, or revoke a proxy; and/or
c. the furnishing of a form of proxy or other communication to an applicant's members under circumstances reasonably calculated to result in the procurement, withholding or revocation of a proxy. The terms do not apply to the furnishing of a form of proxy to an applicant's member upon the unsolicited request of the member or to the performance of acts required by §327 I, or to the performance by any person of ministerial acts on behalf of a person soliciting a proxy.
Subscription Offering
- the offering of shares of capital stock, through nontransferable subscription rights issued pursuant to a plan of conversion.
Subsidiary
- of a specified person is a company or an affiliate controlled by such person, directly or indirectly, through one or more intermediaries.
Supplemental Eligibility Record Date
- the supplemental record date for determining supplemental eligible account holders of an applicant.
Supplemental Eligible Account Holder
- any person holding a qualifying deposit, except officers, directors and their associates, as of the supplemental eligibility record date.
Tax-Qualified Employee Stock Benefit Plan
- any defined benefit plan or defined contribution plan, such as an employee stock ownership plan (ESOP), stock bonus plan, profit-sharing plan or other plan which, with its related trust, meets the requirements to be "qualified" under Section  401 of the Internal Revenue Code of 1986, as amended. A "non-tax-qualified employee stock benefit plan" is any defined benefit or defined contribution plan which is not so qualified.
Underwriter
- any person as defined by R.S. 51:702(20).
AUTHORITY NOTE:
				  Promulgated in accordance with
				  R.S.
				  6:1141.