Application for Supervisory Stock Conversions

A bank may apply for a supervisory stock conversion pursuant to 209 CMR 33.13 through 33.20 by filing the following information and documents in accordance with the procedures specified in 209 CMR 33.19: (1) A copy of the minutes of the board meeting authorizing the conversion with the clerk's attestation. The affirmative vote must be by at least two-thirds of all trustees or directors of the applicant. 10/2/98 (Effective 9/4/98) - corrected (2) A copy of the proposed plan of conversion adopted by the board of the bank. The plan of conversion shall contain at a minimum the name and address of the bank; the names and addresses of the proposed purchasers of conversion stock and their relationship to the bank; the title, per-unit par value, number, and per-unit and aggregate offering price of shares of conversion stock to be authorized and issued; the number and percentage of shares of conversion stock to be purchased by each investor; the aggregate number and percentage of shares of conversion stock to be purchased by directors, trustees, corporators, officers and their associates; the form of consideration to be paid for the conversion stock; the bank's capital structure after conversion; and the closing date for the purchase. The plan of conversion shall also contain such other information and provisions as the commissioner may require. (3) A copy of all supervisory stock conversion agreements between the bank and the proposed conversion stock purchaser(s). (4) The proposed amended and restated articles of organization and/or charter of the converted bank. (5) Any information concerning any proposed or actual benefit substantially changing the terms and conditions of compensation, office and employment of a director, trustee, corporator or officer of an applicant bank which is directly attributable to such conversion or any potential merger, acquisition or purchase within three years subsequent to such conversion. In the case of any such actual benefit, the required information shall apply to all changes in terms conditions occurring during the twelve months preceding the date of the board meeting referred to in 209 CMR 33.18(1). (6) A business plan which shall contain a description of the proposed operating policies of the bank following the conversion, including a statement as to how the conversion proceeds will be used, and a projection of the bank's results of operations for the three years following the date on which the bank becomes a stock form bank under the provisions of 209 CMR 33.19(4). The bank shall specify the assumptions on which its projections are based. (7) Any other information which the commissioner may require.