209 Mass. Reg. 33.02
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.
209 CMR 33.02