DFI-SB 21.14(1)(c)(c) A purchase in the open market by an employee benefit plan in an amount reasonable and appropriate to fund the plan. DFI-SB 21.14(2)(2) Dividend payment restrictions. No savings bank shall declare or pay a dividend on, or repurchase any of its capital stock, if the effect would cause the regulatory capital of the savings bank under s. 214.43, Stats., to be reduced below the amount required for its liquidation account. DFI-SB 21.14(3)(3) Preapproval of certain repurchases of stock. A savings bank subject to sub. (1) may repurchase its capital stock if the repurchases do not reduce the savings bank’s ratio of regulatory capital to assets below 6% under s. 214.43, Stats., and any of the following apply: DFI-SB 21.14(3)(a)(a) The repurchases are part of an open-market stock repurchase program or other stock repurchase program approved by the division that does not involve greater than 5% of the savings bank’s outstanding capital stock during a 6 month period. DFI-SB 21.14(3)(b)(b) The savings bank provides to the division, no later than 10 days prior to the commencement of a repurchase program, written notice containing a full description of the repurchase program to be undertaken and the effect of these repurchases on its regulatory capital position, and the division does not disapprove the repurchase program based upon a determination that: DFI-SB 21.14(3)(b)1.1. The repurchase program would adversely affect the financial condition of the savings bank; or DFI-SB 21.14(3)(b)2.2. The information submitted by the savings bank is insufficient upon which to base a conclusion as to whether its financial condition would be adversely affected. DFI-SB 21.14(3)(c)(c) An open market or other stock repurchase program containing terms and conditions other than those in this subsection if approved by the division in writing. DFI-SB 21.14 HistoryHistory: Cr. Register, February, 1994, No. 458, eff. 3-1-94. DFI-SB 21.15DFI-SB 21.15 Manipulative and deceptive devices prohibited. In the offer, sale or purchase of securities issued incident to its conversion, no savings bank, or any director, officer, attorney, agent or employee of the savings bank may: DFI-SB 21.15(1)(1) Defraud. Employ any device, scheme, or artifice to defraud; DFI-SB 21.15(2)(2) Misstate facts. Obtain money or property by means of any untrue statement of a material fact or any omission to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading; or DFI-SB 21.15(3)(3) Fraudulent practices. Engage in any act, transaction, practice or course of business which operates or would operate as a fraud or deceit upon a purchaser or seller. DFI-SB 21.15 HistoryHistory: Cr. Register, February, 1994, No. 458, eff. 3-1-94. DFI-SB 21.16DFI-SB 21.16 Acquisition of the securities of converted savings banks. DFI-SB 21.16(1)(a)(a) “Acquire” includes every type of acquisition, whether effected by purchase, exchange, operation of law or otherwise. DFI-SB 21.16(1)(b)1.1. Inquiries directed solely to the officers of a savings bank, and not intended to be communicated to stockholders, designed to elicit an indication of officers’ receptivity to the basic structure of a potential acquisition with respect to the amount of securities, manner of acquisition and formula for determining price; or DFI-SB 21.16(1)(b)2.2. Nonbinding expressions of understanding or letters of intent with the management of a savings bank regarding the basic structure of a potential acquisition with respect to the amount of securities, manner of acquisition and formula for determining price. DFI-SB 21.16(1)(c)(c) “Person” includes an individual, a group acting in concert, a corporation, a partnership, a savings bank, a joint stock company, a trust, an unincorporated organization, a syndicate or any other group formed for the purpose of acquiring, holding or disposing of securities of a savings bank. DFI-SB 21.16(1)(d)(d) “Security” includes nontransferable subscription rights issued under a plan of conversion and a “security” as defined in 15 USC 78c (a) (10). DFI-SB 21.16(2)(2) Prohibited transfers. Except as provided in sub. (5), prior to the completion of a conversion, no person may transfer or receive, or enter into any agreement to transfer or receive, the legal or beneficial ownership of conversion subscription rights, or the underlying securities to or from another. Violations of this subsection by: DFI-SB 21.16(2)(a)(a) An eligible account holder or supplemental eligible account holder shall void the person’s subscription rights transferred in violation of sub. (1) (intro.) and forfeit up to $10,000 of any consideration received for them shall be surrendered to the division for the school fund. DFI-SB 21.16(2)(b)(b) Any person who acquires securities in violation of sub. (1) (intro.) shall surrender the securities but not to exceed $10,000 of value, valued as of their date of issuance, to the division for the school fund. DFI-SB 21.16(3)(3) Prohibition of offers and certain acquisitions. Except as provided in sub. (5), prior to the completion of a conversion, no person may do any of the following in excess of the maximum purchase limitations established in the plan of conversion: offer or announce an offer for any security of the savings bank issued in connection with the conversion or knowingly acquire securities of the savings bank issued in connection with the conversion. DFI-SB 21.16(4)(4) Prohibition on offers and acquisitions of stock for 5 years following conversion. Except as provided in sub. (5): DFI-SB 21.16(4)(a)(a) For 5 years following the date of the completion of the conversion, no person may, directly or indirectly, offer to acquire or acquire the beneficial ownership of more than 10% of any class of an equity security of a savings bank converted under this chapter without requesting in writing and, receiving the prior written approval of the division if the requester has made a sufficient written justification to the division demonstrating the need for the division’s approval. When any person, directly or indirectly, acquires beneficial ownership of more than 10% of any class of any equity security of a savings bank converted under this chapter without the prior written approval of the division, the securities beneficially owned by the person in excess of 10% shall not be counted as shares entitled to vote and shall not be voted by any person or counted as voting shares in any matter submitted to the stockholders for a vote. DFI-SB 21.16(4)(b)(b) A conversion shall be deemed complete on the date all of the conversion stock was sold. DFI-SB 21.16(4)(c)(c) An acquisition of shares shall be presumed to have been made if the acquirer entered into a binding written agreement for the transfer of shares. An offer shall be deemed made when communicated. DFI-SB 21.16(5)(a)(a) Subsections (2) and (3) shall not apply to a transfer, agreement, understanding to transfer, offer, or announcement of an offer or intent to make an offer which: DFI-SB 21.16(5)(a)2.2. Has the prior written approval of the division after the requester has made a sufficient written justification to the division demonstrating the basis for the division’s approval. DFI-SB 21.16(5)(b)(b) Subsections (3) and (4) shall not apply to any offer to facilitate a public resale made exclusively to the savings bank or to people who are selling the stock on the savings bank’s behalf, such as an underwriter. DFI-SB 21.16(5)(c)(c) Unless made applicable by the division by prior notice in writing, sub. (4) does not apply to any offer or announcement of an offer which, if consummated, would result in the acquisition by a person, together with all other acquisitions by the person of the same class of securities during the preceding 12-month period, of not more than 1% of the same class of securities. DFI-SB 21.16(5)(d)(d) Subsection (4) does not apply to any offer to acquire or acquisition of beneficial ownership of more than 10% of the common stock of an institution by a corporation whose ownership is or will be substantially the same as the ownership of the savings bank if the offer or acquisition is made more than one year following the date of completion of the conversion. DFI-SB 21.16(5)(e)(e) Subsections (2) and (4) do not apply to the acquisition of securities of the savings bank or its holding company by any one or more employee benefit plans of the savings bank or its holding company, provided that, the plan or plans do not have beneficial ownership in the aggregate of more than 25% of any class of equity security of the savings bank or its holding company. DFI-SB 21.16(6)(6) Criteria for approval. The division may deny an application involving an offer or acquisition of any security or proxies to vote securities of a savings bank submitted under sub. (4) (a) if he or she finds that the proposed acquisition: DFI-SB 21.16(6)(g)(g) Would not contribute to the prudent deployment of the savings bank’s conversion proceeds. DFI-SB 21.16 HistoryHistory: Cr. Register, February, 1994, No. 458, eff. 3-1-94. DFI-SB 21.17DFI-SB 21.17 Priority of rules. This chapter supersedes all inconsistent articles of incorporation and bylaws of a mutual savings bank converting to the stock form. DFI-SB 21.17 HistoryHistory: Cr. Register, February, 1994, No. 458, eff. 3-1-94. DFI-SB 21.21DFI-SB 21.21 Information prior to approval of plan of conversion. DFI-SB 21.21(1)(1) Confidentiality of initial deliberation. A savings bank considering converting under this chapter and its directors, officers and employees shall keep the consideration in strict confidence and shall only discuss the potential conversion if necessary to prepare information for filing an application for conversion. If this confidence is breached, the division may require remedial measures including: DFI-SB 21.21(1)(a)(a) A public statement by the savings bank that its board of directors is currently considering converting. DFI-SB 21.21(1)(b)(b) Providing for an eligibility record date which shall be prior to the adoption of the plan as to assure the equitability of the conversion. DFI-SB 21.21(1)(c)(c) Limitation of the subscription rights of any person violating or aiding the violation of this subsection. DFI-SB 21.21(1)(d)(d) Any other actions the division may deem appropriate and necessary to assure the fairness and equitability of the conversion. DFI-SB 21.21(2)(2) Public statement. If it should become essential as a result of rumors prior to the adoption of a plan of conversion by the savings bank’s board of directors, a public statement under sub. (1) (a) may be made by the savings bank. DFI-SB 21.21(3)(3) Actions after board approves conversion. Promptly after the adoption of a plan of conversion by not less than two-thirds of its board of directors: DFI-SB 21.21(3)(a)1.1. Notify its members of the action by publishing a statement required by s. DFI-SB 21.22 (1) as a class 1 notice under ch. 985, Stats., in a newspaper having general circulation in each community in which the home office or a branch office of the savings bank is located or by mailing a letter to each member or both. Copies of the published statement with the publisher’s affidavit of publication and any letter and any press release under subd. 2. shall be filed with the division as part of the application for conversion. DFI-SB 21.21(3)(a)2.2. Have copies of the plan of conversion available for inspection by its members at each office. DFI-SB 21.21(3)(b)(b) The savings bank may issue a published statement, letter or press release with respect to the action. Copies of any published statement, letter or press release are not required to be approved by the division prior to their use, but may be submitted to the division for comments. DFI-SB 21.21 HistoryHistory: Cr. Register, February, 1994, No. 458, eff. 3-1-94. DFI-SB 21.22(1)(1) Form of required publication. Upon the division’s determination that an application for conversion is properly executed and is materially complete, he or she shall advise the applicant, in writing, to publish a notice of the filing of the application. Within 15 days after receipt of the notice, the applicant shall prominently post the notice in each of its offices and publish the notice as a class 1 notice under ch. 985, Stats., in a newspaper having general circulation in each community in which the home office or a branch office of the applicant is located, as follows:
NOTICE OF FILING OF AN APPLICATION
FOR CONVERSION TO A STOCK SAVINGS BANK
NOTICE IS HEREBY GIVEN That under s. 214.685, Stats., and ch. DFI-SB 21, Wis. Adm. Code,
___________________________________
(name of applicant) has filed an application with the Office of the Division of Banking for approval to convert from a mutual savings bank to a stock savings bank.
The original copy of the application is on file with the division and is available for public inspection or copying at 4822 Madison Yards Way, North Tower, 5th Floor, Madison, Wisconsin 53705. Written comments, including objections to the plan of conversion, and materials supporting the objections from any member of the applicant or any other person with objections to all or a part of the plan of conversion will be considered by the division if received by him or her or postmarked within 10 business days after the publication of this notice. Failure to timely file written comments may preclude the pursuit of any remedies.
DFI-SB 21.22(2)(2) Verifying publication. After publication of the notice, the applicant shall file with the division a copy of the published notice and a publisher’s affidavit of publication from each newspaper in which the notice was published. DFI-SB 21.22 HistoryHistory: Cr. Register, February, 1994, No. 458, eff. 3-1-94; correction in (1) made under s. 13.92 (4) (b) 6., Stats., Register December 2012 No. 684; correction in (1) made under s. 13.92 (4) (b) 6., Stats., Register May 2018 No. 749; correction in (1) (form) made under s. 13.92 (4) (b) 6., Stats., Register March 2020 No. 771. DFI-SB 21.23DFI-SB 21.23 Solicitation of proxies; proxy statement. DFI-SB 21.23(1)(1) Solicitations to which this rule applies. This section applies to every solicitation of a proxy from a member of a savings bank for the meeting at which a conversion plan will be voted upon, except the following: DFI-SB 21.23(1)(a)(a) Any solicitation made other than on behalf of the officers where the total number of persons solicited is not more than 50. DFI-SB 21.23(1)(b)(b) Any solicitation in a newspaper advertisement which informs the savings bank’s members, following approval of the plan of conversion by the division, where they may obtain copies of a proxy statement, form of proxy, or any other soliciting material and does no more than: DFI-SB 21.23(2)(2) Information to be furnished members. No proxy solicitation under this section shall be made unless each person solicited is concurrently furnished, or has previously been furnished, by mail, a written proxy statement. DFI-SB 21.23(3)(c)(c) Identify clearly and impartially each matter or group of related matters intended to be voted upon. DFI-SB 21.23(3)(e)(e) Describe any article of incorporation or state law or rule requirement restricting or conditioning voting by proxy. DFI-SB 21.23(3)(f)(f) Contain an acknowledgment by the person solicited that he or she has received a proxy statement prior to signing the form. DFI-SB 21.23(3)(h)(h) Provide by a box or otherwise, a means whereby the person solicited may specify a choice between approval or disapproval of each matter intended to be acted upon. DFI-SB 21.23(3)(i)(i) Indicate how the proxy shall be voted on each matter to which no choice is specified. DFI-SB 21.23(4)(4) Limited proxy. No proxy subject to this section may confer authority to vote at any meeting other than the meeting or any adjournment thereof to vote on conversion. A proxy confers authority to vote with respect to all matters incident to the conduct of the meeting. If the plan of conversion is considered at an annual meeting, existing proxies may be voted on matters not related to the plan of conversion.
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