The following definitions apply
to this subpart and the forms prescribed under this subpart:
(a) Association members or members are
persons who, under applicable law, are eligible to vote at the meeting
on conversion.
(b) Eligibility record date is the date for determining eligible account holders. The eligibility
record date must be at least one year before the date that the board
of directors adopts the plan of conversion.
(c) Eligible account holders are any persons holding qualifying deposits
on the eligibility record date.
(d) IRS is
the United States Internal Revenue Service.
(e) Local community includes:
(1) Every county, parish, or similar governmental
subdivision in which the mutual holding company has a home or branch
office;
(2) Each county’s,
parish’s, or subdivision’s metropolitan statistical area;
(3) All zip code areas in the
mutual holding company’s Community Reinvestment Act assessment area;
and
(4) Any other area
or category the mutual holding company sets out in its plan of conversion,
as approved by the Board.
(f) Mutual
holding company has the same meaning in this subpart as that term
is given in subpart A. For purposes of this subpart, references to
mutual holding company shall also include a resulting stock holding
company, where applicable.
(g) Offer, offer
to sell, or offer for sale is an attempt or offer to dispose
of, or a solicitation of an offer to buy, a security or interest in
a security for value. Preliminary negotiations or agreements with
an underwriter, or among underwriters who are or will be in privity
of contract with the mutual holding company or resulting stock holding
company, are not offers, offers to sell, or offers for sale.
(h) Proxy soliciting material includes a proxy
statement, form of proxy, or other written or oral communication regarding
the conversion.
(i) Purchase or buy includes every contract to acquire a security or interest in a security
for value.
(j) Qualifying deposit is the
total balance in an account holder’s savings accounts at the close
of business on the eligibility or supplemental eligibility record
date. The mutual holding company’s plan of conversion may provide
that only savings accounts with total deposit balances of $50 or more
will qualify.
(k) Resulting stock holding company means the stock savings and loan holding company that is issuing
stock in connection with conversion of a mutual holding company pursuant
to this subpart.
(l) Sale or sell includes every contract to dispose of a security or interest
in a security for value. An exchange of securities in a merger or
acquisition approved by the Board is not a sale.
(m) Solicitation and solicit is a request for a proxy,
whether or not accompanied by or included in a form of proxy; a request
to execute, not execute, or revoke a proxy; or the furnishing of a
form of proxy or other communication reasonably calculated to cause
the members to procure, withhold, or revoke a proxy. Solicitation
or solicit does not include providing a form of proxy at the unsolicited
request of a member, the acts required to mail communications for
members, or ministerial acts performed on behalf of a person soliciting
a proxy.
(n) Subscription offering is the
offering of shares through nontransferable subscription rights to:
(1) Eligible account holders under section
239.59(h);
(2) Tax-qualified
employee stock ownership plans under section 239.59(m);
(3) Supplemental eligible account
holders under section 239.59(h); and
(4) Other voting members under section
239.59(j).
(o) Supplemental eligibility
record date is the date for determining supplemental eligible
account holders. The supplemental eligibility record date is the last
day of the calendar quarter before the Board approves the conversion
and will occur only if the Board has not approved the conversion within
15 months of the eligibility record date.
(p) Supplemental eligible account holders are any persons, except
officers, directors, and their associates of the mutual holding company
or subsidiary savings association, holding qualifying deposits on
the supplemental eligibility record date.
(q) Underwriter is any person who purchases any securities from the
mutual holding company or resulting stock holding company with a view
to distributing the securities, offers or sells securities for the
mutual stock holding company or resulting stock holding company in
connection with the securities’ distribution, or participates or has
a direct or indirect participation in the direct or indirect underwriting
of any such undertaking. Underwriter does not include a person whose
interest is limited to a usual and customary distributor’s or seller’s
commission from an underwriter or dealer.
