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The Bay State Savings Bank, (the "Petitioner"), Worcester, Massachusetts, has petitioned to form Bay State Interim Mutual Bank ("Interim Mutual Bank"), Worcester, Massachusetts, as part of its reorganization into 1895, MHC ("MHC"), a mutual holding company. MHC will have a mid-tier holding company, 1895 Corp., which will be the holding company for a subsidiary stock bank, Bay State Interim Subsidiary Bank ("Continuing Bank"). This reorganization has been structured as a multi-step transaction, requiring applications before the Division of Banks (the "Division") and the Board of Bank Incorporation (the "Board"), which held a public hearing on the matters before it on January 22, 2007.
The applications to the Division are made pursuant to General Laws chapter 167H, section 2, to form the MHC, and General Laws chapters 168, section 34, and 167H, section 7, for the subsequent merger of the Petitioner with and into the Continuing Bank under the charter and by-laws of the Continuing Bank. The Continuing Bank will operate under the name Bay State Savings Bank. MHC, 1895 Corp., and the Continuing Bank will all be headquartered in Worcester, Massachusetts.
In accordance with the provisions of said chapters 167H and 168, and the Division's implementing regulations 209 CMR 33.00 et seq., the Petitioner and its related entities have submitted the requisite documents and information relative to these transactions and appropriate notice has been given to its depositors and to the public. The deadline for filing comments expired on January 25, 2007.
The applications and supporting documents have established an extensive record on these petitions, which have been reviewed in light of the relevant 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 the depositors 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 the statutory and administrative considerations support approval of the reorganization and subsequent merger. In making those findings, the Division has noted that Petitioner received an "Outstanding" rating on its most recent evaluation under the Commonwealth's Community Reinvestment Act, General Laws chapter 167, section 14 and its implementing regulations 209 CMR 46.00 et seq.
In accordance with these findings and pursuant to statute, I hereby approve the reorganization, including the merger of the Petitioner with and into the Continuing Bank subject to the following considerations:
March 2, 2007
Steven L. Antonakes
Commissioner of Banks