Print Print
  • PART I ADMINISTRATION OF THE GOVERNMENT
  • TITLE XXII CORPORATIONS
  • CHAPTER 170 CO-OPERATIVE BANKS
  • Section 26E Conversion of co-operative bank to stock holder owned form of corporation

Section 26E. (a)(1) Notwithstanding any general or special law to the contrary, a co-operative bank may convert to a stock holder owned form of corporation pursuant to this section, either, as part of a transaction in which an existing holding company acquires upon issuance all of the capital stock of the converting co-operative bank; or by merging into an existing stock form bank which is a wholly-owned subsidiary of an existing holding company.

(2) In both transactions, eligible account holders, and supplemental eligible account holders if applicable, of the converting co-operative bank shall receive, without payment, nontransferable rights to purchase the capital stock of the holding company, in accordance with this section and such regulations as the commissioner may prescribe, in lieu of all the capital stock of the converting co-operative bank. All the shares of capital stock of the holding company not purchased in the subscription offering shall be sold in a public offering through an underwriter or directly by the holding company in a direct community offering, subject to the converting co-operative bank demonstrating to the commissioner the feasibility of the method of sale and to such conditions as are provided in the plan of conversion. Such conditions shall include, but not be limited to, such conditions as are applicable, under regulations applicable to a co-operative bank converting to stock form under section twenty-six C, to a similar sale in a public offering or direct community offering of the shares of capital stock of such converting co-operative bank not sold in the subscription offering.

In connection with a conversion under this subsection, no consideration or benefit of any kind whatsoever shall accrue or be transferred or paid to any eligible account holder or supplementary eligible account holder by or on behalf of any other party to the conversion transaction or by or on behalf of any other entity, except for the subscription rights provided for in this subsection and such rights with respect to liquidation accounts as may be provided in regulations applicable to a co-operative bank converting to stock form under said section twenty-six C.

(b)(1) Notwithstanding any general or special law to the contrary, a co-operative bank may convert to a stock holder owned form of corporation pursuant to this section by merging with an existing stock bank, either, as part of the transaction in which the capital stock of the converting co-operative bank is issued; or as part of the transaction in which the capital stock of an existing stock form bank is issued.

(2) In both of such transactions, eligible account holders, and supplemental account holders if applicable, shall receive, without payment, non-transferable rights to purchase the capital stock of the converting co-operative bank or the capital stock of the existing stock form bank, as the case may be, in accordance with this section and such regulations as the commissioner may prescribe. All the shares of capital stock of the issuing bank not purchased in the subscription offering shall be sold in a public offering through an underwriter or directly by the issuing bank in a direct community offering, subject to the converting co-operative bank demonstrating to the commissioner the feasibility of the method of sale and to such conditions as are provided in the plan of conversion. Such conditions shall include, but not be limited to, such conditions as are applicable, under regulations applicable to a co-operative bank converting to stock form under said section twenty-six C, to a similar sale in a public offering or direct community offering of the shares of capital stock of such converting co-operative bank not sold in the subscription offering.

In connection with a conversion under this subsection, no consideration or benefit of any kind whatsoever shall accrue or be transferred or paid to any eligible account holder or supplementary eligible account holder by or on behalf of any other party to the conversion transaction or by or on behalf of any other entity, except for the subscription rights provided for in this subsection and such rights with respect to liquidation accounts as may be provided in regulations applicable to a co-operative bank converting to stock form under said section twenty-six C.

(c) No conversion shall be permitted under this section unless the following requirements have been fulfilled:

(1) The board of directors of the converting co-operative bank has authorized the conversion and approved the plan of conversion by an affirmative vote of at least two-thirds of all directors of the converting co-operative bank;

(2) The commissioner has made such findings as are required for his approval of a plan of conversion in regulations applicable to a co-operative bank converting to stock form under said section twenty-six C or in regulations issued pursuant to this section;

(3) The shareholders of the converting co-operative bank have approved the plan of conversion and proposed amendments to the agreement of association and articles of organization by a vote of at least two-thirds of all shareholders present and voting at a special meeting called for the purpose of such vote or at the annual meeting; and

(4) The total price at which the capital stock shall be sold shall be based upon an appraisal in accordance with the requirements applicable to price and sale of securities contained in regulations applicable to a co-operative bank converting to stock form under said section twenty-six C. In addition to meeting the requirements contained in such regulations, the appraisal report shall include a conclusion that the capital proposed to be raised is at least equal to the amount which could be raised by the converting co-operative bank if it sold its own capital stock independently in a subscription and a direct community and underwritten public offering. Such appraisal report shall further contain data that are sufficient to support such conclusion.

(d) In any conversion pursuant to this section, the stockholders of the existing stock bank or holding company thereof which is issuing capital stock as part of such conversion may receive, without payment, nontransferable rights from such stock bank or holding company thereof, as applicable, to purchase shares of its capital stock, to the extent such shares are not purchased by the eligible account holders and supplemental eligible account holders of the converting cooperative bank in their capacities as such; provided, however, that no stockholder of the existing stock bank or holding company thereof which is issuing capital stock as part of the conversion may purchase any amount of such capital stock which, when added to the amount of the issuing institution’s stock of the same class previously owned by such stockholder, will exceed five per cent of the total number of shares of such capital stock which will be outstanding after completion of such conversion.

(e) The terms used herein shall have the same meaning as those applicable to a cooperative bank converting to stock form under said section twenty-six C and a stock bank shall mean a trust company, savings bank, or cooperative bank in stock form chartered by the commonwealth or a national banking association, federal savings and loan association or federal savings bank in stock form which has its main office located in the commonwealth, or a bank chartered by a country other than the United States. Unless clearly inapplicable or waived by the commissioner, all of the regulations applicable to a cooperative bank converting to stock form under said section twenty-six C shall apply to a cooperative bank converting under this section and the commissioner shall prescribe from time to time such other regulations as he deems appropriate. Any regulation, or any amendment or repeal of such regulation issued under this section shall be subject to the applicable provisions of section twenty-six C.