New York Codes, Rules and Regulations › Title 3 - BANKING › Chapter I - GENERAL REGULATIONS OF THE SUPERINTENDENT › Part 86 - Organization And Operation Of Stock-form Savings Banks And Savings And Loan Associations › Section 86.2 - Definitions

Current through Register Vol. 46, No. 28, July 10, 2024
As used in this Part and in any forms promulgated hereunder,
				  the following terms shall have the following meanings, unless the context
				  clearly requires otherwise:
(a) The
				terms company and doing business shall have the same meaning ascribed to them
				in section 141  of the
				Banking Law.
(b) The term competing
				offeror shall mean any person other than a proposed acquiror who makes an offer
				to purchase control of a converting institution pursuant to section
				86.6 
				of this Part.
(c) The term control
				shall have the same meaning ascribed to it in section 143-b (1)  of the Banking
				Law.
(d) The term eligible account
				holder shall mean any depositor of a mutual savings bank who owned in such bank
				one or more accounts valued in the aggregate at $100 or more on the eligibility
				record date, or any shareholder of a mutual savings and loan association who
				owned shares in such association valued at $100 or more on the eligibility
				record date.
(e) The term
				eligibility record date shall mean the date established by the board of
				trustees of a saving bank or the board of directors of a savings and loan
				association as the date on which depositors of such savings bank or
				shareholders of such savings and loan association shall be deemed to be
				eligible account holders. The eligibility record date shall be no less than 30
				days and no more than 120 days prior to the date on which the plan of
				conversion is adopted by such directors or trustees.
(f) The term person shall mean any
				corporation, partnership, trust, unincorporated association, any other entity
				or a natural person.
(g) The term
				preliminary offering circular shall mean the form of offering circular filed
				with the superintendent which has not been approved by the superintendent for
				use in connection with the sale of capital stock to be issued by the converting
				institution.
(h) The term
				preliminary proxy statement shall mean the form of proxy statement filed with
				the superintendent which has not been approved for public distribution by the
				superintendent.
(i) The term
				proposed acquiror shall mean any person who makes an offer to purchase control
				of a converting institution pursuant to section
				86.6 
				of this Part, which offer is accepted by the board of directors or trustees of
				the converting institution and is submitted to the superintendent for approval
				as part of the plan of conversion adopted by such directors or
				trustees.
(j)
(1) The term proxy solicitation shall mean,
				whether made through the use of the mails, telephone, print media or otherwise:
(i) any request for a proxy whether or not
				accompanied by or included in a form of proxy;
(ii) any request to execute, not to execute,
				or to revoke a proxy;
(iii) the
				furnishing of a form of proxy or other communication to eligible account
				holders under circumstances reasonably calculated to result in the procurement,
				withholding or revocation of a proxy; or
(iv) any action or statement that is designed
				to influence or may reasonably be anticipated to have the effect of influencing
				the decision whether, or how, to vote by any eligible account holder.