As used in this part and in the
forms under this part, the following definitions apply, unless the
context otherwise requires:
(a) Acquiree association means any savings association, other than a resulting association,
that:
(1) Is acquired by a mutual
holding company as part of, and concurrently with, a mutual holding
company reorganization; and
(2) Is in the mutual form immediately prior
to such acquisition.
(b) Acting in
concert has the same meaning as in section 238.31(b) of this chapter.
(c) Affiliate has the same meaning as in
section 238.2(a) of this chapter.
(d) Associate of a person is:
(1) A corporation or organization (other
than the mutual holding company, subsidiary holding company, or any
majority-owned subsidiaries of such holding companies), if the person
is a senior officer or partner, or beneficially owns, directly or
indirectly, 10 percent or more of any class of equity securities of
the corporation or organization.
(2) A trust or other estate, if the person
has a substantial beneficial interest in the trust or estate or is
a trustee or fiduciary of the trust or estate. For purposes of sections
239.59(k), 239.59(m), 239.59(n), 239.59(o), 239.59(p), 239.63(b),
a person who has a substantial beneficial interest in the mutual holding
company or subsidiary holding company’s tax-qualified or non-tax-qualified
employee stock benefit plan, or who is a trustee or a fiduciary of
the plan, is not an associate of the plan. For the purposes of section
239.59(k), the mutual holding company or subsidiary holding company’s
tax-qualified employee stock benefit plan is not an associate of a
person.
(3) Any natural
person who is related by blood or marriage to such person and:
(i) Who lives in the same home as the person; or
(ii) Who is a director or senior officer
of the mutual holding company, subsidiary holding company, or other
subsidiary.
(e) Company means any corporation, partnership, trust, association, joint venture,
pool, syndicate, unincorporated organization, joint-stock company
or similar organization, as defined in paragraph (u) of this section;
but a company does not include:
(1) The Federal Deposit Insurance Corporation,
the Resolution Trust Corporation, or any Federal Home Loan Bank, or
(2) Any company the majority
of shares of which is owned by:
(i) The United States or
any State,
(ii)
An officer of the United States or any State in his or her official
capacity, or
(iii)
An instrumentality of the United States or any State.
(f) Control has the same meaning
as in section 238.2(e) of this chapter.
(g) Default means any adjudication or other official determination
of a court of competent jurisdiction or other public authority pursuant
to which a conservator, receiver, or other legal custodian is appointed
for a mutual holding company or subsidiary savings association of
a mutual holding company.
(h) Demand accounts mean non-interest-bearing demand deposits that are subject to check
or to withdrawal or transfer on negotiable or transferable order to
the savings association and that are permitted to be issued by statute,
regulation, or otherwise and are payable on demand.
(i) Insider means any officer or director of a company or
of any affiliate of such company, and any person acting in concert
with any such officer or director.
(j) Member means any depositor or borrower of a mutual savings association
that is entitled, under the charter of the savings association, to
vote on matters affecting the association, and any depositor or borrower
of a subsidiary savings association of a mutual holding company that
is entitled, under the charter of the mutual holding company, to vote
on matters affecting the mutual holding company.
(k) Mutual holding company means a holding company organized
in mutual form under this part, and unless otherwise indicated, a
subsidiary holding company controlled by a mutual holding company,
organized under this part.
(l) Parent means any company which directly or indirectly controls any other
company or companies.
(m) Person includes
an individual, bank, corporation, partnership, trust, association,
joint venture, pool, syndicate, sole proprietorship, unincorporated
organization, or any other form of entity.
(n) Reorganization Notice means a notice of a proposed mutual holding
company reorganization that is in the form and contains the information
required by the Board.
(o) Reorganization Plan means a plan to reorganize into the mutual holding company format
containing the information required by section 239.6.
(p) Reorganizing association means a mutual savings
association that proposes to reorganize to become a mutual holding
company pursuant to this part.
(q) Resulting
association means a savings association in the stock form that
is organized as a subsidiary of a reorganizing association to receive
the substantial part of the assets and liabilities (including all
deposit accounts) of the reorganizing association upon consummation
of the reorganization.
(r) Savings account means any withdrawable account, except a demand account, a tax and
loan account, a note account, a United States Treasury general account,
or a United States Treasury time deposit-open account.
(s) Savings Association has the same meaning as
in section 238.2(l) of this chapter.
(t) Savings
and loan holding company has the same meaning as specified in
section 10(a)(1) of the HOLA and section 238.2(m) of this chapter.
(u) Similar organization for purposes of
paragraph (e) of this section means a combination of parties with
the potential for or practical likelihood of continuing rather than
temporary existence, where the parties thereto have knowingly and voluntarily
associated for a common purpose pursuant to identifiable and binding
relationships which govern the parties with respect to either:
(1) The transferability and voting of any
stock or other indicia of participation in another entity, or
(2) Achievement of a common
or shared objective, such as to collectively manage or control another
entity.
(v) Stock means common
or preferred stock, or any other type of equity security, including
(without limitation) warrants or options to acquire common or preferred
stock, or other securities that are convertible into common or preferred
stock.
(w) Stock Issuance Plan means a
plan, submitted pursuant to section 239.24 and containing the information
required by section 239.25, providing for the issuance of stock by
a subsidiary holding company.
(x) Subsidiary means any company which is owned or controlled directly or indirectly
by a person, and includes any service corporation owned in whole or
in part by a savings association, or a subsidiary of such service
corporation.
(y) Subsidiary holding company means a federally chartered stock holding company controlled by
a mutual holding company that owns the stock of a savings association
whose depositors have membership rights in the parent mutual holding
company.
(z) Tax and loan account means
an account, the balance of which is subject to the right of immediate
withdrawal, established for receipt of payments of Federal taxes and
certain United States obligations. Such accounts are not savings accounts
or savings deposits.
(aa) Tax-qualified employee
stock benefit plan means any defined benefit plan or defined contribution
plan, such as an employee stock ownership plan, stock bonus plan,
profit-sharing plan, or other plan, and a related trust, that is qualified
under sec. 401 of the Internal Revenue Code (26 U.S.C. 401).
(bb) United States Treasury General Account means
an account maintained in the name of the United States Treasury the
balance of which is subject to the right of immediate withdrawal,
except in the case of the closure of the member, and in which a zero
balance may be maintained. Such accounts are not savings accounts
or savings deposits.
(cc) United States Treasury
Time Deposit Open Account means a non-interest-bearing account
maintained in the name of the United States Treasury which may not
be withdrawn prior to the expiration of 30 days’ written notice from
the United States Treasury, or such other period of notice as the
Treasury may require. Such accounts are not savings accounts or savings
deposits.
