August 28, 1997
Board of Directors
Laconia Savings Bank
62 Pleasant Street
Laconia, New Hampshire 03246
Dear Board of Directors:
I am responding on behalf of the Board of Directors of the Federal Deposit Insurance
Corporation (FDIC) to the waiver request of Laconia Savings Bank, Laconia, New Hampshire
(Bank), as presented in the Bank's letters of February 20, 1997 and July 21, 1997. The Bank's
waiver request concerns the depositor-voting requirement at 12 C.F.R. Section 333.4(d)(2) of the
FDIC's mutual-to-stock conversion regulations (the Conversion Regulations) in connection with
the Bank's proposed reorganization.
Under the Conversion Regulations, the Bank's waiver request is appropriate for
consideration by the FDIC's Board of Directors under the "good cause" exception to the
Conversion Regulation, 12 C.F.R. Section 333.4(a), rather than the "conflicts with State law"
exception under 12 C.F.R. Section 333.4(b). The FDIC Board has determined that the depositor
voting requirement in the Conversion Regulations does not present a conflict with New
Hampshire law, but rather is supplemental to New Hampshire law and procedures for mutual-to-
The FDIC Board has considered the information provided by the Bank with respect to the
commercial borrowings and commercial relationships of the respective Corporators of the Bank in
light of the following standards presented in the preamble to the Conversion Regulations with
respect to the waiver of the depositor voting requirement:
... on a case-by-case basis, the Board will consider waiving the depositor voting
requirement if it is demonstrated, to the board's satisfaction, that the alternative voting
mechanism established under the applicable state law satisfies the concerns expressed
above about the need for a vote on the conversion by parties that are not insiders and
do not have a potential conflict of interest in reviewing the proposed conversion
59 Fed. Reg. 61233, 61238 (,November 30, 1994).
Applying this standard the FDIC Board has
determined that a sufficient number of the Bank's Corporators are not insiders and have no
apparent potential for conflict of interest.
Based upon the information and representations presented, the Bank's waiver request is
approved subject to the FDIC"s determination that a majority of the independent Corporators
voted to approve the Plan of Reorganization. Please forward, as soon as possible, a list of the
specific Corporators who voted and how they voted, to enable FDIC to ascertain compliance
with the requirement.
If you have any questions with respect to this decision by the FDIC Board, please contact
Jesse Snyder, Assistant Director, or Calvin B. Riddick, Manager, Risk Management and
Applications Section, of this Division, at (202) 898-6915 and (202) 898-6758, respectively.
Cottrell L. Webster
Acting Associate Director