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 History
History: 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 History
History: 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 21.23
DFI-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.
DFI-SB 21.23(5)
(5)
Required disclosures. The proxy statement or form of proxy shall provide that the votes represented by the proxy will be voted; that, where the person solicited specifies a choice with respect to any matter to be acted upon, the votes will be cast in accordance with the specifications; and that if no choice is so specified, the votes will be cast as indicated on the form of proxy.
DFI-SB 21.23(6)
(6)
Prior proxies may be used. Notwithstanding any other provision of this section, a proxy may be used which had been previously obtained from a member and conferring general authority to vote on any and all matters at any meeting of the members if the proxy is still valid and the member does not grant a later dated proxy to vote at the meeting called to consider the plan of conversion or attend the meeting and vote in person.
DFI-SB 21.23(7)
(7)
Mailing communications for members. If the board of directors of the applicant has adopted a plan of conversion, the applicant shall perform any of the following acts which may be requested in writing with respect to a matter to be considered at the meeting to vote on the plan of conversion by any member who prepays the reasonable expenses to be incurred by the applicant:
DFI-SB 21.23(7)(a)
(a) The applicant shall furnish to the requester the following information as promptly as practicable after the receipt of a request:
DFI-SB 21.23(7)(a)1.
1. A statement of the approximate number of members who have been or are to be solicited on behalf of the board of directors.
DFI-SB 21.23(7)(a)2.
2. An estimate of the cost of mailing a specified proxy statement, form of proxy or other communication to the members.
DFI-SB 21.23(7)(b)
(b) The applicant shall mail copies of any proxy statement, form of proxy or other communication furnished by the requester and as approved by the division to the savings bank member as the requester shall designate.
DFI-SB 21.23(7)(c)
(c) Any material which is furnished by the requester shall be mailed with reasonable promptness by the applicant after receipt of the material to be mailed and the payment of costs.
DFI-SB 21.23(7)(d)
(d) Neither the officers nor the applicant shall be responsible for the requester's proxy statement, form or proxy or other communication.
DFI-SB 21.23(8)(a)
(a) No solicitation by the applicant or any other person of a proxy for the meeting to vote on conversion shall contain any statement which, at the time and in the light of the circumstances under which it is made, is false or misleading with respect to any material fact, or which omits to state any material fact necessary to make the statements not false or misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of a proxy for the meeting which has become false or misleading.
DFI-SB 21.23(8)(b)
(b) The fact that material has been filed with, examined by or authorized for use by the division shall not be deemed a finding that the material is accurate or complete or not false or misleading or that the division has passed upon the merits of or approved any proposal. No representation to the contrary shall be made by any person.
DFI-SB 21.23(9)
(9)
Correction of misstatements. If a proxy solicitation violates this section, the division may require remedial measures including:
DFI-SB 21.23(9)(a)
(a) Correction of the violation by means of a retraction and new solicitation.
DFI-SB 21.23(9)(c)
(c) Any other actions deemed appropriate by the division in the circumstances in order to assure a fair vote.
DFI-SB 21.23(10)
(10)
Prohibition of certain solicitations. No person soliciting a proxy from a member for the meeting to vote on conversion shall solicit any of the following:
DFI-SB 21.23(10)(c)
(c) A proxy which is part of any other document or instrument such as an account card.
DFI-SB 21.23 History
History: Cr.
Register, February, 1994, No. 458, eff. 3-1-94.
DFI-SB 21.24(1)(1)
Procedure. The plan of conversion shall be submitted to a meeting of members under s.
214.685 (2), Stats., and the provisions of the savings bank's articles of incorporation or bylaws or both.
DFI-SB 21.24(2)
(2)
Required vote. The plan shall be approved by a vote of at least a majority of the total outstanding votes of members.
DFI-SB 21.24 History
History: Cr.
Register, February, 1994, No. 458, eff. 3-1-94.
DFI-SB 21.25(1)(a)(a) No offer to sell securities of an applicant under a plan of conversion may be made prior to approval by the division of the application for conversion and registration of the securities by the office of the division of securities under ss.
551.303 and
551.304, Stats.
DFI-SB 21.25(1)(b)
(b) No offering circular may be provided to any person in connection with an offer or sale of a security under a plan of conversion approved by the division and the savings bank's members unless the offering circular meets the requirements of this section and is the subject of an effective registration statement under ch.
551, Stats.
DFI-SB 21.25(1)(c)
(c) No sale of securities may be made except by means of a final offering circular which has been approved by the division.
DFI-SB 21.25(1)(d)
(d) This subsection shall not apply to preliminary negotiations or agreements between an applicant and any underwriter or among underwriters who are to be in privity of contract with the applicant.
DFI-SB 21.25(2)
(2)
Distribution of offering materials. Any preliminary offering circular which has been filed with the division may be distributed in connection with the offering at the same time as or after the proxy statement is mailed to members under s.
DFI-SB 21.23. No final offering circular shall be distributed until it has been approved by the division and is the subject of an effective registration statement under ch.
551, Stats. The declaration of effectiveness of the final offering circular shall not extend beyond the maximum time period specified for the completion of the sale of all the capital stock under sub. (9) or beyond the time as the division shall establish upon a subsequent declaration of effectiveness in the event of the granting of an extension of time under sub. (11).
DFI-SB 21.25(3)
(3)
Estimated price information. If the offering is to commence prior to the meeting of members held to vote on the plan of conversion, the proxy statement shall set forth the estimated price or price range. Any preliminary offering circular shall set forth the estimated price or price range. The maximum of the price range may be no more than 20% above the average of the minimum and maximum of the price range and the minimum may be no more than 20% below the average. The maximum price in the price range may not exceed $50 per share and the minimum may be no less than $5 per share.
DFI-SB 21.25(4)
(4)
Prohibited representations. The division shall review the price information in determining whether to give approval to an application for conversion when the offering is to commence prior to the meeting of members, and shall review the information in determining whether to declare a final offering circular effective. No representations may be made in any manner that the price information has been approved by the division or that the shares of capital stock sold under the plan of conversion have been approved or disapproved by the division or that the division has passed upon the accuracy or adequacy of any offering circular covering the shares.
DFI-SB 21.25(5)
(5)
Underwriting expenses. Underwriting commissions shall not exceed an amount or percentage per share accepted as reasonable by the division and as permitted by the division of securities under s.
DFI-Sec 3.01. No underwriting commission shall be allowed or paid with respect to shares of capital stock sold in the subscription offering unless the plan of conversion contains the optional provision permitted by s.
DFI-SB 21.11 (10). However, an underwriter may be reimbursed for expenses actually and reasonably incurred in connection with the subscription offering where the public offering is limited in that reasonable underwriting commissions on it would not be sufficient to cover total demonstrable expenses and, when no public offering occurs, an underwriter may be paid a consulting fee reasonable under the circumstances as the division shall accept. In this section,“underwriting commissions" includes underwriting discounts.
DFI-SB 21.25(6)(a)(a) In considering the pricing information submitted, the division shall apply the following guidelines:
DFI-SB 21.25(6)(a)1.
1. The materials shall be prepared by persons independent of the applicant, experienced and expert in the area of corporate appraisal.
DFI-SB 21.25(6)(a)2.
2. The materials shall contain a brief summary of data that is sufficient to support its conclusions.
DFI-SB 21.25(6)(a)3.
3. To the extent that the appraisal is based on a capitalization of the income of the savings bank, the materials must indicate the basis for determination of the income to be derived from the proceeds of the sale of stock and demonstrate the appropriateness of the earnings-multiple used, including assumptions made as to future earnings growth. To the extent that the appraisal is based on comparison of the capital stock of the savings bank with outstanding capital stock of existing stock savings banks or savings and loan associations, the existing stock must be reasonably comparable to the savings bank in terms of such factors as size, market area, competitive conditions, profit history and expected future earnings.
DFI-SB 21.25(6)(b)
(b) The applicant shall submit information demonstrating to the satisfaction of the division the independence and expertise of any person preparing the pricing materials. However, a person will not be considered as lacking independence for the reason that the person will participate in effecting a sale of capital stock under the plan of conversion or will receive a fee from the applicant for services rendered in connection with the appraisal.
DFI-SB 21.25(6)(c)
(c) The applicant shall file with the division any additional information with respect to the pricing of the capital stock as the division may request, including a full appraisal.
DFI-SB 21.25(7)(a)
(a) Promptly after the division has declared effective the offering circular for the subscription offering, the applicant shall distribute order forms for the purchase of shares of capital stock in the offering to all eligible account holders, supplemental eligible account holders, members and other persons who may subscribe for shares of capital stock under the plan of conversion. If the savings bank shall have adopted in its plan of conversion the optional provisions in s.
DFI-SB 21.11 (5) or
(9), the savings bank shall deliver order forms to the eligible account holders, supplemental eligible account holders, and other members who requested receipt of the offering circular.
DFI-SB 21.25(7)(b)
(b) Each order form shall be accompanied or preceded by the final offering circular for the subscription offering or the public offering and a set of detailed instructions explaining how to complete the order form.
DFI-SB 21.25(7)(c)
(c) The maximum subscription price or the actual price per share stated on each order form shall be the amount to be paid when the form is returned. The maximum subscription price and the actual subscription price shall be within the subscription price range stated in the division's approval and the offering circular. If either the maximum subscription price or the actual price per share is not within the subscription price range, the applicant must obtain an amendment to the division's approval before the sale may be completed. If appropriate, the division may condition the approval on requiring a resolicitation of proxies or order form, or both. If the actual public offering price is less than the maximum subscription price stated on the order forms, the actual subscription price shall be correspondingly reduced and the difference shall be refunded to those who have paid it, unless a subscriber affirmatively elects to have the difference applied to the purchase of additional shares of capital stock.
DFI-SB 21.25(7)(d)
(d) Each order form shall indicate, in as simple, clear and intelligible a manner as possible, the actions which are required or available with respect to the form and the capital stock offered for purchase. Each order form shall:
DFI-SB 21.25(7)(d)1.
1. Indicate the maximum number of shares that may be purchased under the subscription rights.
DFI-SB 21.25(7)(d)2.
2. Indicate the time period within which the subscription rights must be exercised, which time period shall be no less than 20 days and no more than 45 days following the date of the mailing of the subscription offering order form.
