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 33.05 - Required Provisions of a Plan of Conversion

Current through Register 1525, July 5, 2024
The plan of conversion shall:
(1) State the business purposes to be
			 accomplished by the plan of conversion.
(2) Provide that the converting bank shall
			 issue and sell its capital stock at a total price equal to the estimated pro
			 forma market value of such stock in the converted bank based on an independent
			 valuation.
(3) Provide that each
			 eligible account holder shall receive without payment, nontransferable
			 subscription rights to purchase capital stock in an amount equal to the greater
			 of the maximum purchase limitation established for the public offering pursuant
			 to 209 CMR 33.05(6)(a), 1/10 of 1% of the total offering of shares or 15 times
			 the product (rounded down to the next whole number) obtained by multiplying the
			 total number of shares of capital stock to be issued by a fraction of which the
			 numerator is the amount of the qualifying deposit of the eligible account
			 holder and the denominator is the total amount of qualifying deposits of all
			 eligible account holders in the converting bank. If the allotment made in this
			 paragraph results in an oversubscription, shares shall be allocated among
			 subscribing eligible account holders so as to permit each such account holder,
			 to the extent possible, to purchase a number of shares sufficient to make his
			 total allocation equal to 100 shares. Any shares not so allocated shall be
			 allocated among the subscribing eligible account holders on such equitable
			 basis, related to the amounts of their respective qualifying deposits as may be
			 provided in the plan of conversion.
(4) Provide that nontransferable subscription
			 rights to purchase capital stock received by officers, corporators, trustees,
			 and directors and their associates of the converting bank based on their
			 increased deposits in the converting bank in the one year period preceding the
			 eligibility record date shall be subordinated to all other subscriptions
			 involving the exercise of nontransferable subscription rights to purchase
			 shares.
(5) Provide that, in plans
			 of conversion involving an eligibility record date that is more than 15 months
			 prior to the date of the latest amendment to the application for conversion
			 filed prior to approval by the commissioner, a supplemental eligibility record
			 date be determined whereby each supplemental eligible account holder of a
			 converting bank shall receive without payment, nontransferable subscription
			 rights to purchase supplemental shares in an amount equal to the greater of the
			 maximum purchase limitation for the public offering pursuant to 209 CMR
			 33.05(6)(a), 1/10 of 1% of the total offering of shares or 15 times the product
			 (rounded down to the next whole number) obtained by multiplying the total
			 number of shares of capital stock to be issued by a fraction of which the
			 numerator is the amount of the qualifying deposit of the supplemental eligible
			 account holder and the denominator is the total amount of the qualifying
			 deposits of all supplemental eligible account holders in the converting bank on
			 the supplemental eligibility record date.
(a)
			 Subscription rights received pursuant to 209 CMR 33.05(5) shall be subordinated
			 to all rights received by eligible account holders to purchase shares pursuant
			 to 209 CMR 33.05(3).
(b) Any
			 nontransferable subscription rights to purchase shares received by an eligible
			 account holder in accord ance with 209 CMR 33.05(3) shall be applied in partial
			 satisfaction of the subscription rights to be distributed pursuant to 209 CMR
			 33.05(5).
(c) In the event of an
			 oversubscription for supplemental shares pursuant to 209 CMR 33.05(5), shares
			 shall be allocated among the subscribing supplemental eligible account holders
			 as follows:
1. Shares shall be allocated among
			 subscribing supplemental eligible account holders so as to permit each such
			 supplemental account holder, to the extent possible, to purchase a number of
			 shares sufficient to make his total allocation (including the number of shares,
			 if any, allocated in accordance with 209 CMR 33.05(3) ) equal to 100
			 shares.
2. Any shares not allocated
			 in accordance with 209 CMR 33.05(5)(c)1. shall be allocated among the
			 subscribing supplemental eligible account holders on such equitable basis,
			 related to the amounts of their respective qualifying deposits as may be
			 provided in the plan of conversion.