Decision on the applications relative to the reorganization into a mutual holding company by Marlborough Co-Operative Bank, Marlborough, Massachusetts
By the Division of Banks
Marlborough MHC Co-operative Bank (the "Petitioner"), Marlborough, Massachusetts, is being formed by Marlborough Co-operative Bank ("Marlborough"), Marlborough, Massachusetts as part of a multi-step reorganization which will result in the formation of a mutual holding company known as Marlborough Bancorp. (the "Holding Company"), headquartered at 175 Main Street, Marlborough, Massachusetts and a subsidiary stock co-operative bank operating under the name of Marlborough Co-operative Bank with its main office located at that address. Certain parts of this multi-step transaction have required applications to the Board of Bank Incorporation which held a public hearing on the matters before it on October 1, 1998. Applications have been made to the Division for the formation of the mutual holding company pursuant to Massachusetts General Laws chapter 167H, section 3 and the merger of Marlborough Co-operative Bank into the subsidiary stock bank formed in the reorganization, Marlborough Interim Co-operative Bank, pursuant to Massachusetts General Laws chapter 170, section 25 and chapter 167H, section 7, clause 2.
The reorganization will result in the Petitioner becoming a mutual holding company with a stock co-operative bank subsidiary.
That subsidiary will be known as Marlborough Interim Co-operative Bank. Following the reorganization, Marlborough will merge with and into Marlborough Interim Co-operative Bank under the charter and by-laws of Marlborough Co-operative Interim Savings Bank ("Subsidiary Bank") and name of Marlborough Co-operative Bank.
In accordance with the provisions of said chapters 167H and 170, the Petitioner and its related entity have submitted the requisite documents and information relative to these transactions. Notice had been given to its depositors and to the public. The deadline for filing comments ended on October 14, 1998. Consequently, the reorganization and merger have been considered in conformity with relevant statutory and regulatory provisions.
The applications and supporting documents, as amended, have established an extensive record on these petitions which have been reviewed in light of the statutory provisions and policies of the Division. Those statutory requirements necessitate that, among other things, the Division consider whether the reorganization will be unfair to depositors of the Petitioner and whether the public will be served by this transaction. Similarly, the merger must be found to promote public convenience and advantage, including a showing of net new benefits, and not to unreasonably affect competition among banking institutions. Having considered the record established in these applications, the Division has determined that statutory and administrative considerations support approval of the reorganization and subsequent merger. In making those findings, the Division has noted that Marlborough Co-operative Bank has a "Satisfactory" rating for its performance under the Commonwealth's Community Reinvestment Act.
In accordance with these findings and pursuant to statute, I hereby approve the reorganization including the merger of Marlborough with and into Marlborough Interim Co-operative Bank subject to the submission to the Division of a favorable tax ruling, opinion of counsel or other opinion of recognized experts in the field of taxation no later than at the time of closing of the transaction and the following considerations:
- The reorganization shall not be consummated until all additional regulatory approvals have been obtained.
- Commencing with the transaction's effective date, the Division's minimum capital requirements for the Subsidiary Bank and the Holding Company are as follows:
a. the Subsidiary Bank's Tier 1 leverage capital ratio must equal or exceed 4%, or any such higher amount as specified within any formal or informal regulatory action document required by the Division, the Federal Deposit Insurance Corporation or the Federal Reserve, based upon the Subsidiary Bank's most recent Federal Deposit Insurance Corporation Report of Condition and Income and any amendments thereto. The amount of capital shall be calculated in accordance with 12 CFR Part 325.
b. the Holding Company's consolidated Tier 1 leverage capital ratio must equal or exceed 4%, or any such higher amount as specified within any formal or informal regulatory action document required by the Division, the Federal Deposit Insurance Corporation or the Federal Reserve, based upon its most recent call report or any amendment thereto as reported to the federal or state authority; and
c. if the minimum capital ratios fall or would fall below those stated in clauses a and b, the Commissioner may impose further conditions or restrictions on the payment of dividends. There will be no dividend restrictions other than those found in Massachusetts General Laws chapter 172, section 28, so long as the minimum capital ratios set out herein are maintained.
- After the completion of the reorganization
a. the Holding Company may engage in only such activities as are now or may hereinafter be activities authorized for a mutual holding company under section 7 and other applicable provisions of chapter 167H and
b. the Subsidiary Bank may engage in any investment or activity which it may from time to time engage in as a state-chartered co-operative bank in stock form.
- That the proposed merger shall not become effective until a Certificate of Consolidation signed by the Presidents and Clerks or other duly authorized officers of each bank indicating that each institution has complied with the provisions of Massachusetts General Laws chapter 170, section 25 and chapter 167H, section 7, clause (2) has been returned with my endorsement thereon.
- That Articles of Organization and/or Charter documents and Articles of Merger be placed on record with the Office of the Secretary of State.
- That the proposed merger be consummated within one year of the date of this Decision.
|December 23, 1998 |
|Thomas J. Curry |
Commissioner of Banks