form a bank holding company for the Middleboro, Mass., thrift. Officials at Mayflower said not enough shareholders voted. "For reasons of apathy or lack of conviction, many didn't vote and that is essentially casting a negative ballot," said Edward Pratt, Mayflower's president and chief executive. Mr. Pratt said it would have allowed the bank to repurchase company stock or form affiliations with other banks. More than 66% of the eligible shareholders voted, but the proposal failed to garner the two-thirds majority vote required by state law for approval. The proposal did not include any antitakeover measures. "This was not a contentious process," Mr. Pratt said. "It never degenerated into any outward struggle for the corporate soul of the bank." But James Moynihan, senior vice president of Advest Group in Boston, said the vote reflects more than apathy. "For a bank that size, it is prohibitively expensive to form a holding company," Mr. Moynihan said. "From an economic standpoint, it did not make any sense." With $116 million in assets and four offices in towns with less than 8,000 residents, Mayflower is the second-smallest publicly traded depository institution in Massachusetts. The formation of a holding company would have required Mayflower to pay additional legal expenses and comply with increased regulation and auditing. Mr. Moynihan said Waltham-based Affiliated Community Bancorp owns 4.9% of Mayflower's stock and did not support its proposal to form a holding company. Affiliated is a $1 billion-asset bank holding company formed a year ago. Its two subsidiaries, in Lexington and Waltham, have 11 offices. Neither Mr. Pratt nor Quentin Greeley, Affiliated's executive vice president, would confirm Affiliated's stake in Mayflower or how the bank voted. Mr. Greeley did say, however, that Affiliated was interested in making acquisitions in the area, but he would not comment on whether it is interested in buying Mayflower. Mr Pratt said Affiliated has not made an offer to buy Mayflower. Mr. Pratt held out the possibility of another attempt to form a holding company and said the thrift would use other methods to increase shareholder value and improve operations.

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