Chapter 214

VOLUNTARY CORPORATE CHANGES

214.62 214.62 Merger; adoption of plan.

214.62(1) (1) A financial institution may merge with a savings bank. The board of directors of the merging financial institution and of the savings bank, by resolution adopted by a vote of at least two-thirds of the members of each board, shall approve the plan of merger.

214.62(2) (2) The plan of merger shall include all of the following:

214.62(2)(a) (a) The name of each merging financial institution, the name of the resulting financial institution, the location of the resulting home office and the location of other resulting offices.

214.62(2)(b) (b) With respect to the resulting financial institution, the amount of capital, surplus, and reserve for operating expenses; the classes and the number of shares of stock, if a stock financial institution; the articles of incorporation and bylaws of the resulting financial institution; and a detailed financial statement showing the assets and liabilities after the proposed merger.

214.62(2)(c) (c) The method, terms and conditions of effecting the merger, including the manner of converting shares of each merging financial institution into cash, shares of stock or other securities or properties to be received by the stockholders of each merging stock financial institution.

214.62(2)(d) (d) Provisions governing the manner of disposing of any shares of stock of the resulting financial institution that are not taken by dissenting stockholders of a merging financial institution.

214.62(2)(e) (e) Other provisions necessary or desirable or that the division requires.

214.62(3) (3) After approval by the board of directors of each merging financial institution, the merger agreement shall be submitted to the division for approval, together with a certified copy of the authorizing resolution of each board of directors. Before issuing approval, the division may examine the affairs of each merging financial institution and its affiliates and subsidiaries, the expense of which is to be paid by the merging financial institution.

214.62(4) (4) The division may approve or disapprove the proposed merger agreement. The division may not approve a merger agreement unless the division finds all of the following:

214.62(4)(a) (a) The resulting savings bank, if any, meets the requirements of this chapter for the formation of a new savings bank.

214.62(4)(b) (b) The merger agreement is fair to all persons affected.

214.62(4)(c) (c) The resulting savings bank, if any, will be operated in a safe and sound manner.

214.62(5) (5) If the division fails to approve a proposed merger, the division shall state the objections in writing and give the merging financial institutions a stated period of time in which to amend the plan of merger.

214.62 History History: 1991 a. 221; 1995 a. 27, 103.

214.625 214.625 Merger; stockholder vote of approval. If approved by the division, the plan of merger shall be submitted to the stockholders of each merging stock financial institution for approval. A meeting of the stockholders of a savings bank shall be called and held in accordance with ss. 214.305 and 214.31. The plan is approved if it receives the affirmative vote of the majority of the total votes entitled to be cast by stockholders.

214.625 History History: 1991 a. 221; 1995 a. 27, 103.

214.63 214.63 Merger; certificate. The executed merger agreement, together, in the case of a stock financial institution, with a certified copy of the minutes of the meeting of stockholders of each merging stock financial institution approving the merger agreement, shall be filed with the division. The division shall issue to the resulting savings bank a certificate of merger, setting forth the name of each merging financial institution, the name of the resulting savings bank and the date on which the division approves the articles of incorporation and bylaws of the resulting savings bank. The merger takes effect on the date of the recording of the certificate or a later date if the certificate provides for a different date. Recording shall be completed in the same manner as required for savings bank articles of incorporation, in each county in which the home office of any of the merging financial institutions was located and in the county in which the home office of the resulting savings bank is located. The certificate shall be conclusive evidence of the merger and of the correctness of the merger proceedings except against this state.

214.63 History History: 1991 a. 221; 1995 a. 27, 103.

214.635 214.635 Effect of merger. The resulting savings bank shall be considered the same business and corporate entity as each merging financial institution, with all the property, rights, duties and obligations of each merging institution, except as otherwise provided by the articles of incorporation of the resulting savings bank. All liabilities of each of the merging institutions shall be liabilities of the resulting savings bank. All of the rights, franchises and interests of each of the merging institutions in and to every kind of property shall vest automatically in the resulting savings bank. A reference to any of the merging institutions in any writing, whether executed or effective before or after the merger, shall be considered to be a reference to the resulting savings bank if not inconsistent with other provisions of the writing. A pending action or other judicial proceeding to which a merging institution is a party may not be abated or dismissed because of the merger, but may be continued in the same manner as if the merger had not occurred.

214.635 History History: 1991 a. 221.

214.64 214.64 Merger; expenses. The merging financial institutions shall pay the expenses of any examination made by or at the direction of the division in connection with a proposed merger.

214.64 History History: 1991 a. 221; 1995 a. 27.

214.645 214.645 Sale of assets. Subject to rules of the division, a savings bank may, in a transaction not in the usual course of business, sell all or substantially all of its assets, with or without its name and goodwill, to another financial institution, in consideration of money, capital or obligations of the purchasing institution. A savings bank may sell an office or facility and equipment subject to rules of the division.

214.645 History History: 1991 a. 221; 1995 a. 27.

214.65 214.65 Procedure to effect sale of all assets.

214.65(1) (1) The procedure in this section applies to a sale authorized under s. 214.645 or 214.67.

214.65(2) (2) 

214.65(2)(a) (a) The board of directors shall adopt by a two-thirds majority vote of all directors a resolution setting forth the terms of the proposed sale and shall submit the plan to the division for preliminary approval. Upon receipt of approval by the division, a stock savings bank shall submit the plan to a vote of the stockholders at a special or annual meeting.

214.65(2)(b) (b) The proposed sale is approved by the stockholders if it receives an affirmative vote from a majority of the total number of votes that are entitled to be cast. A proposal for the voluntary liquidation of the savings bank may be submitted to the stockholders at the same meeting or at any later meeting called for that purpose. A certified summary of proceedings setting forth the terms of the proposed sale, the form and timing of the notice given, the vote on the proposal and the total number of votes entitled to be cast shall be filed with the division.

214.65(3) (3) If the division finds that the deposit insurance corporation has approved the sale, the proposed sale is fair to all members, stockholders, creditors and other persons concerned and provision has been made for the disposition of the remaining assets, if any, of the savings bank, the division shall issue to the savings bank a certificate of authorization for the sale with a copy of the filed report of proceedings attached to the certificate.

214.65(4) (4) After the savings bank records the certificate of authorization in the same manner as the savings bank’s articles of incorporation, the savings bank may complete the sale.

214.65(5) (5) If the sale includes the name of the savings bank, the purchaser shall have the exclusive right to that name for 5 years.

214.65 History History: 1991 a. 221; 1995 a. 27, 103; 1997 a. 35.

214.655 214.655 Authority to form interim institution.

214.655(1) (1) A savings bank may form an interim institution to effect a corporate restructuring, a voluntary corporate change or other transformation that does not in reality create an additional new financial institution, but that moves insured deposits from one financial institution to another pursuant to a change in control, change in method of ownership, merger or other organizational change that results in no new insurable deposits. The interim institution may become or receive the continuing or surviving financial institution or may be a conduit through which an existing financial institution’s assets, liabilities, fixtures, personnel, rights and property are passed to effect a corporate change. In connection with formation of an interim institution, an existing savings bank may amend its articles of incorporation and bylaws to remove any depository function and to remove any deposits that would require insurance of accounts by a deposit insurance corporation.

214.655(2) (2) A savings bank shall apply to the division for authority to form an interim institution. The application shall be made on forms prescribed by the division and shall be accompanied by a nonrefundable $1,000 fee. The division shall promulgate rules governing the formation of, and the standards and supervisory considerations to be applied to, interim institutions. An application shall contain all of the following:

214.655(2)(a) (a) The name and address of the savings bank.

214.655(2)(b) (b) A copy of all filings required by other regulatory authorities.

214.655(2)(c) (c) A statement from the savings bank’s certified public accountant describing and analyzing the method to effect the transaction.

214.655(2)(d) (d) A 5-year plan for the resulting financial institution and for any corporate remnant of the original savings bank regarding the disposition, acquisition or expansion of assets; capital enhancement; disposition of earnings and profits; and geographic or other expansion or contraction.

214.655(2)(e) (e) The purpose of the resulting financial institution.

214.655(2)(f) (f) Whether deposit accounts will be expanded to require increased insurance of accounts together with copies of the appropriate filings.

214.655(2)(g) (g) Ownership structure including any contemplated sales of stock of subsidiaries, affiliates or savings bank holding companies, as well as of the resulting financial institution.

214.655(2)(h) (h) Articles of incorporation and bylaws of the original savings bank, interim institution and resulting financial institution.

214.655 History History: 1991 a. 221; 1995 a. 27.

214.66 214.66 Conversion of an existing institution to a savings bank.

214.66(1m) (1m) From savings and loan association or federal savings bank. A savings and loan association organized under ch. 215, a federal savings and loan association with its home office in this state or a federal savings bank with its home office in this state may become a savings bank by doing all of the following:

214.66(1m)(a) (a) Applying to the division for authority to organize as a savings bank.

214.66(1m)(b) (b) Obtaining insurance of accounts from a deposit insurance corporation.

214.66(1m)(c) (c) Making any necessary application to its regulatory authority and paying all outstanding supervisory fees, examination fees, membership fees, other fees, penalties and assessments.

214.66(1m)(e) (e) Obtaining the division’s approval to convert to a savings bank.

214.66(1m)(f) (f) Recording the savings bank’s articles of incorporation in the county in which its home office is located.

214.66(1m)(g) (g) After obtaining the division’s approval, giving notice to its previous regulatory authority.

214.66(2) (2) From credit union. A credit union under ch. 186 may become a savings bank by doing all of the following:

214.66(2)(a) (a) Applying to the division for authority to organize as a savings bank and satisfying all requirements under this chapter for organizing as a savings bank.

214.66(2)(b) (b) Satisfying all requirements under s. 186.314 (2m) for conversion to a savings bank.

214.66(2)(c) (c) Recording the savings bank’s articles of incorporation in the county in which its home office is located.

214.66 History History: 1991 a. 221; 1995 a. 27; 2011 a. 32.

214.665 214.665 Emergency merger.

214.665(1) (1) With the prior approval of the division, which shall state that the proposed merger is necessary for the protection of depositors and other creditors, a savings bank that is in default or in danger of default may, by a majority vote of its board of directors and without a stockholder vote, merge with another savings bank, a state or federal savings and loan association, a state bank or a federal bank. The other entity shall be the resulting or continuing savings bank, savings and loan association or bank.

214.665(2) (2) The division shall by rule establish standards for determining if a savings bank is in default or in danger of default.

214.665 History History: 1991 a. 221; 1995 a. 27, 103.

214.67 214.67 Emergency sale of assets.

214.67(1) (1) With the prior approval of the division, which shall state that the proposed sale is necessary for the protection of depositors and other creditors, a savings bank may, by a majority vote of its board of directors and, notwithstanding s. 214.65 (1), without a stockholder vote, sell all or any part of its assets to another savings bank, a state or federal savings and loan association, a state bank or a national bank if the savings bank, savings and loan association or bank assumes in writing all of the liabilities of the selling savings bank or to a deposit insurance corporation.

214.67(2) (2) A savings bank may sell to a savings bank, state or federal savings and loan association, state bank or federal bank an insubstantial portion of its total deposits as described in 12 USC 1815 5 (d) (2) (D). Approval of the sale shall be by a majority vote of the board of directors and, with approval of the division and notwithstanding s. 214.65 (1), may be without a stockholder vote.

214.67 History History: 1991 a. 221; 1995 a. 27, 103.

214.675 214.675 Acquisition of control.

214.675(1) (1) A person, whether acting directly or indirectly, alone or with one or more persons, shall give the division 60 days’ written notice of intent to acquire control of 10 percent or more of a savings bank, affiliate, savings bank subsidiary, savings bank holding company or service corporation.

214.675(2) (2) A person, whether acting directly or indirectly, alone or with one or more persons, shall apply to the division 60 days before any proposed change in control. A change in control occurs if any change of ownership of stock, or of rights related to stock, would result in a person, whether acting directly or indirectly, alone or with one or more persons, owning, directly or indirectly, 25 percent or more of the voting shares or rights in a savings bank, affiliate, savings bank subsidiary, savings bank holding company or service corporation or such lesser amount that would entitle the person to elect one member to the board of directors of the entity.

214.675(3) (3) The division may examine the books and records of a person filing notice of intent under sub. (1) or an application under sub. (2).

214.675(4) (4) The division’s decision on a filing under sub. (1) or (2) shall be issued within 30 days after the date of receipt of a complete initial application or the date of receipt of additional information requested by the division that is necessary for making the decision. The division shall make a request for additional information within 30 days of the date of the division’s receipt of an initial filing.

214.675(5) (5) The division shall promulgate rules to implement this section.

214.675 History History: 1991 a. 221; 1995 a. 27.

214.68 214.68 Jurisdictional conversion.

214.68(1) (1) A federal savings bank or federal savings and loan association may convert itself into a savings bank, and a savings bank may convert itself into a federal savings bank, by following the procedures under pars. (a) to (e).

214.68(1)(a) (a) A meeting of the members or stockholders shall be held after not less than 10 days’ written notice to each member or stockholder, served either personally or by mail to the last-known post-office address. The notice shall state the date, time, place and purpose of the meeting.

214.68(1)(b) (b) At the meeting the members or stockholders may, by affirmative vote of not less than two-thirds of the eligible votes, resolve to convert the savings bank into a federal savings bank, or if a federal institution, into a savings bank. A verified copy of the minutes of the meeting shall be filed with the division within 10 days after the date of the meeting.

214.68(1)(c) (c) If the members or stockholders vote to convert, the secretary shall, within 30 days after the date of the meeting serve notice on all members or stockholders, either personally or by mail to the last-known post-office address.

214.68(1)(d) (d) Within 6 months after the date of the meeting to convert, the savings bank shall take all steps necessary to complete the conversion. Within 10 days after receipt of federal authorization, the savings bank shall file with the division a copy of its federal authorization. Upon filing, the savings bank shall cease to be a savings bank and shall be a federal savings bank.

214.68(1)(e) (e) Within 6 months after the date of the federal institution’s meeting to convert, the division shall examine the federal institution and shall determine the action necessary to qualify the federal institution to convert to a savings bank. Upon complying with the necessary requirements, the division shall approve the conversion.

214.68(2) (2) Upon conversion, the corporate existence of the converting institution shall not terminate and the resulting institution shall be a continuance of the converting institution. All of the property and rights of the converted institution shall vest in the resulting institution as of the time of conversion and all of its obligations become those of the resulting institution. Actions and other judicial proceedings to which the converting institution is a party may be prosecuted and defended as if conversion had not taken place.

214.68(3) (3) Before any conversion under this section is effective, the division shall issue a certificate of conversion.

214.68 History History: 1991 a. 221; 1995 a. 27.

214.685 214.685 Organizational conversion of mutual savings bank to stock savings bank.

214.685(1) (1) A mutual savings bank may convert to a stock savings bank under this section. The board of directors of the mutual savings bank shall adopt a plan of conversion that complies with this section and the rules of the division. The plan of conversion is subject to the approval of the division. 

214.685(2) (2) Conversion of a mutual savings bank shall be effective only if it is accomplished according to a plan of conversion approved by the division under sub. (1) and if the plan is approved by an affirmative vote of the majority of all votes entitled to be cast by members. Notice of a meeting to vote on the plan of conversion shall be sent to each member at least 10 days before the meeting. The notice shall state the date, time, place and purpose of the meeting, provide a summary of the plan of conversion and include any other information the division requires.

214.685(3) (3) Within 10 days after the date of a meeting at which a plan of conversion is adopted, the board of directors shall submit to the division all of the following: