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The 192nd General Court of the Commonwealth of Massachusetts

Section 19P: First offer of voting stock after effective date of plan of reorganization; application

Section 19P. (a) The offering of voting stock by the reorganized insurer or intermediate stock holding company to any person other than the mutual holding company or a wholly owned subsidiary thereof, which offering is the first to occur after the effective date of the plan of reorganization, shall be made only in accordance with such provisions as the plan of reorganization may contain governing such a first offering, or with the prior approval of the commissioner after submission of an application by the proposed issuer. The commissioner shall approve any such application unless he finds, in the case of a public offering, that the offering would not be conducted in a manner generally consistent with customary practices for initial public offerings, to the extent reasonably comparable, or, in the case of any other offering, that the offering would be prejudicial to the members of the mutual holding company. None of the foregoing shall be deemed to prohibit the filing of a registration statement with the Securities and Exchange Commission and the state secretary prior to such approval.

For the purposes of determining whether an application meets the requirements of this section, the commissioner may employ staff personnel and outside consultants. All reasonable costs related to the review of such an application, including those costs attributable to the use of staff personnel, shall be borne by the issuer submitting the application.

For purposes of this section, any securities of the reorganized insurer or any intermediate stock holding company that are convertible into voting stock shall be considered voting stock.

[There is no subsection (b).]