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 33.02 - Definitions

Current through Register 1525, July 5, 2024
As used in
				209 CMR 33.00, the following
				definitions apply, unless the context otherwise requires:
Affiliate
. An "affiliate" of, or a
				person "affiliated" with, a specified person, is 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.
Applicant
. An "applicant" is a
				co-operative bank or a savings bank which has applied to convert to a stock
				form bank pursuant to
				209 CMR 33.00.
Application
. The term "application"
				shall mean an application containing such information as described in
				209 CMR
				33.04(1).
Associate
. The term "associate" when
				used to indicate a relationship with any person, means
(a) Any corporation or organization (other than the applicant
				or a majority-owned subsidiaryof the applicant) of which such person is an
				officer or partner or is, directly or indirectly, the beneficial owner of 10%
				or more of any class of equity securities,
(b) Any trust or other estate in which such person has a
				substantial beneficial interest or as to which such person serves as trustee or
				in a similar fiduciary capacity, and
(c) Any relative or spouse of such person or any relative of
				such spouse, who has the same home as such person or who is a director or
				trustee or officer of the applicant or any of its parents or subsidiaries.
Bank
. The term "bank" has the same
				meaning as in M.G.L. c. 167, § 1.
Beneficial Owner; Beneficial
				Ownership
. The term "beneficial owner" or "beneficial ownership"
				of a security shall have the same meaning and shall be determined in the same
				manner as Rule 13d-3, promulgated under Section 13(d) (15 U.S.C.
				78m(d)) of the Securities
				Exchange Act of 1934, as amended.
Board
. The term "board" refers to the
				board of trustees of an existing mutual savings bank or the board of directors
				of an existing co-operative bank.
Broker-Dealer
. The term
				"broker-dealer"means any person who engages either for all or part of his 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.
Capital Stock
. The term "capital
				stock" refers to the stock issued by a co-operative bank or a mutual savings
				bank which complies with the requirements of
				209 CMR 33.00. Capital stock
				is any type of equity security permitted under M.G.L. c. 156B.
Community
. The term "community" shall
				mean the local community or communities that comprise the bank's entire
				community as delineated by the bank pursuant to M.G.L. c. 167, § 14 or
				such greater area as the commissioner may approve.
Commissioner
. The term "commissioner"
				means Commissioner of Banks.
Control
. The term "control"
				(including the terms "controlling", "controlled by", and "under common control
				With") means the possession, direct or indirect, of the power to direct or
				cause the direction of the management and policies of a person, whether through
				the ownership of voting securities, by contract, or otherwise.
Converted Bank
. The term "converted
				bank" shall mean a savings bank or co-operative bank that has converted to a
				stock form bank pursuant to
				209 CMR 33.00.
Converting Bank
. The term "converting
				bank" shall mean a savings bank or co-operative bank that is in the process of
				converting to stock form pursuant to
				209 CMR 33.00.
Co-operative Bank
. The term
				"co-operative bank" shall mean a bank subject to the provisions of M.G.L. c.
				170.
Corporators
. The term "corporators"
				refers to the corporators of an existing mutual savings bank.
Deposit Insurance
. The term "deposit
				insurance" shall mean insurance of a bank's deposits as provided for by
				M.G.L.
Directors
. The term "directors" refers
				to the directors of an existing co-operative bank.
Eligibility Record Date
. The term
				"eligibility record date" means the record date for determining eligible
				account holders of a converting bank.
Eligible Account Holder
. The term
				"eligible account holder" means any person holding a qualifying deposit in the
				applicant as of the eligibility record date.
Employee
. The term "employee" does not
				include a trustee, director or officer.
Group Acting in Concert
. The term
				"group acting in concert" means persons seeking to combine or pool their 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. When person act together for such
				purpose, their group is deemed to have acquired their stock.
Holding Company
. The term "holding
				company" shall mean a company seeking to acquire one or more converted banks
				pursuant to
				209 CMR 33.00.
Information Documents
. The term
				"information documents" shall mean documents distributed to corporators of a
				savings bank or shareholders of a co-operative bank pursuant to a plan of
				conversion as described in
				209 CMR
				33.07.
Liquidation Account
. The term
				"liquidation account" shall mean the account described in
				209 CMR
				33.05(12).
Market Maker
. The term "market maker"
				means a broker-dealer who, with respect to a particular security,
(a) regularly publishes a bona fide, competitive bid and offer
				quotations in a recognized inter-dealer quotation system; or
(b) furnishes bona fide competitive bid and offers quotations
				on request; and
(c) is ready, willing and able to effect transactions in
				reasonable quantities at his quoted prices with other brokers or dealers.
Material.
The term "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 should reasonably be informed before purchasing
				capital stock of the applicant, or matters as to which an average prudent bank
				corporator or shareholders should reasonably be informed in voting upon the
				plan of conversion of the applicant.
Offer.
The term "offer" or "offer to
				buy" includes every offer to buy or acquire, solicitation of an offer to
				dispose of or sell, tender offer for, or request or invitation for tender of, a
				security or interest in a security for value. The term "offer to sell" or
				"offer of sale" 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
. The term "officer" shall mean
				the chairman of the board, the president, any officer of the level of vice
				president or above, the clerk, and the treasurer.
Person
. The term "person" means an
				individual, a corporation, a partnership, an association, a joint-stock
				company, a trust, any unincorporated organization or similar association, a
				government or political subdivision or a group acting in concert.
Plan of Conversion
. The term "plan of
				conversion" shall mean a plan adopted by a savings bank or co-operative bank in
				order to convert to a stock form bank pursuant to
				209 CMR 33.00.
Purchase
. The terms "purchase" and
				"buy" include every contract to purchase, buy, or otherwise acquire a security
				or interest in a security for value.
Qualifying Deposit
. The term
				"qualifying deposit" means deposit accounts of all types offered by the
				applicant bank, NOW account deposits, certificates of deposit, demand deposits,
				and such other types of deposit accounts as may now or from time to time
				hereafter be authorized by state or federal law and/or regulations, including
				IRA accounts and Keoghplans for which the applicant acts as custodian or
				trustee. It does not include repurchase agreements or savings bank life
				insurance policies. The Plan of Conversion may provide that deposit accounts
				with deposit balances of less than $50 (or such lesser sum as may be specified
				in the Plan) shall not constitute qualifying deposits.
Regulations
. The term "regulations"
				shall mean this
				209 CMR 33.00.
Restricted Stock
. The term "restricted
				stock" shall mean stock subject to a restriction on the timing of its sale as
				set forth in
				209 CMR
				33.05(16).
Sale
. The terms "sale" and "sell"
				include every contract of sale or disposition of a security or interest in a
				security for value. Such terms do not include any exchange of securities in
				connection with a merger, consolidation or acquisition approved by the
				commissioner.
Savings Bank
. The term "savings bank"
				shall have the same meaning as in M.G.L. c. 168, § 1.
Security
. The term "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. Without limiting the generality
				of its meaning, the term "security" includes nontransferable subscription
				rights issued pursuant to a plan of conversion.
Shareholder
. The term "shareholder"
				refers to the shareholder of an existing co-operative bank.
Solicitation; Solicit
. The terms
				"solicitation" and "solicit" refer to the furnishing of information documents
				to inform corporators or shareholders of the plan of conversion and/or to
				influence their vote.
Stock Form Bank
. The term "stock form
				bank" shall mean a bank that is or becomes, as a result of
				209 CMR 33.00, owned by
				stockholders.
Subscription Offering
. The term
				"subscription offering" refers to the offering of shares of capital stock,
				through nontransferable subscription rights issued to:
(a) Eligible account holders and supplemental eligible account
				holders.
(b) Directors, trustees, corporators, officers and employees.
Subsidiary
. A "subsidiary" of a
				specified person is an affiliate controlled by such person, directly or
				indirectly through one or more intermediaries.
Supervisory Case
. The term
				"supervisory case" shall have the same meaning as in
				209 CMR 33.13 through
				33.20.
Supplemental Eligibility Record Date
.
				The term "supplemental eligibility record date" means the supplemental record
				date for determining supplemental eligible account holders of a converting
				bank.
Supplemental Eligible Account Holder
.
				The term "supplemental eligible account holder" means any person holding a
				qualifying deposit as of the supplemental eligibility record date, except
				officers, directors, trustees, corporators and their associates.
Trustees
. The term "trustees" refers
				to the trustees of an existing savings bank.
Underwriter
. The term "underwriter"
				means any person who has purchased from an applicant with a view to, or offers
				or sells for an 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 such term shall not include
				a person whose interest is limited to a commission from an underwriter or
				broker-dealer not in excess of the usual and customary distributor's or
				seller's commission. The term "principal underwriter" means an underwriter in
				privity of contract with the applicant or other issuer of securities as to
				which he is the underwriter.