N.Y. Comp. Codes R. & Regs. tit. 3 § 86.2

Current through Register Vol. 46, No. 51, December 18, 2024

Section 86.2 - Definitions

As used in this Part and in any forms promulgated hereunder, the following terms shall have the following meanings, unless the context clearly requires otherwise:

(a) The terms company and doing business shall have the same meaning ascribed to them in section 141 of the Banking Law.

(b) The term competing offeror shall mean any person other than a proposed acquiror who makes an offer to purchase control of a converting institution pursuant to section 86.6 of this Part.

(c) The term control shall have the same meaning ascribed to it in section 143-b (1) of the Banking Law.

(d) The term eligible account holder shall mean any depositor of a mutual savings bank who owned in such bank one or more accounts valued in the aggregate at $100 or more on the eligibility record date, or any shareholder of a mutual savings and loan association who owned shares in such association valued at $100 or more on the eligibility record date.

(e) The term eligibility record date shall mean the date established by the board of trustees of a saving bank or the board of directors of a savings and loan association as the date on which depositors of such savings bank or shareholders of such savings and loan association shall be deemed to be eligible account holders. The eligibility record date shall be no less than 30 days and no more than 120 days prior to the date on which the plan of conversion is adopted by such directors or trustees.

(f) The term person shall mean any corporation, partnership, trust, unincorporated association, any other entity or a natural person.

(g) The term preliminary offering circular shall mean the form of offering circular filed with the superintendent which has not been approved by the superintendent for use in connection with the sale of capital stock to be issued by the converting institution.

(h) The term preliminary proxy statement shall mean the form of proxy statement filed with the superintendent which has not been approved for public distribution by the superintendent.

(i) The term proposed acquiror shall mean any person who makes an offer to purchase control of a converting institution pursuant to section 86.6 of this Part, which offer is accepted by the board of directors or trustees of the converting institution and is submitted to the superintendent for approval as part of the plan of conversion adopted by such directors or trustees.

(j)

(1) The term proxy solicitation shall mean, whether made through the use of the mails, telephone, print media or otherwise:

(i) any request for a proxy whether or not accompanied by or included in a form of proxy;

(ii) any request to execute, not to execute, or to revoke a proxy;

(iii) the furnishing of a form of proxy or other communication to eligible account holders under circumstances reasonably calculated to result in the procurement, withholding or revocation of a proxy; or

(iv) any action or statement that is designed to influence or may reasonably be anticipated to have the effect of influencing the decision whether, or how, to vote by any eligible account holder.

(2) The term proxy solicitation shall not include:

(i) the furnishing of a form of proxy to an eligible account holder upon the unsolicited request of such eligible account holder;

(ii) the performance by any person of ministerial acts on behalf of a person soliciting a proxy;

(iii) statements or publications by any person which do no more than analyze the plan of conversion or specific portions thereof presented to eligible account holders by the board of trustees or board of directors; and

(iv) any proxy solicitation by or on behalf of any person who does not, at any time during such solicitation, seek directly or indirectly, either on his/her own or another's behalf, the power to act as proxy for an eligible account holder and does not furnish or otherwise request, or act on behalf of a person who furnishes or requests, a form of revocation, abstention, consent or authorization; provided that this subparagraph shall not apply to the thrift or any person acting on the thrift's behalf.

(k) The term subaccount shall mean, with respect to each eligible account holder, the portion of the liquidation account which such eligible account holder would be entitled to receive pursuant to this Part upon a complete liquidation of the converted institution.

(l) The term thrift shall mean any mutual savings bank or mutual savings and loan association organized under or subject to the provisions of article VI or X of the Banking Law.

N.Y. Comp. Codes R. & Regs. Tit. 3 § 86.2