DFI-SB 22.01(6)(b)(b) “Control” of a savings bank shall also exist if the division determines, after notice and opportunity for hearing, that a person directly or indirectly exercises a controlling influence over the management or policies of the savings bank. DFI-SB 22.01(7)(7) “Default” means any adjudication or other official determination of a court or other public authority pursuant to which a conservator, receiver or other legal custodian is appointed for a mutual holding company or savings bank subsidiary of a mutual holding company. DFI-SB 22.01(9)(9) “FRB” means the board of governors of the federal reserve system. DFI-SB 22.01(10)(10) “Member” means any depositor of a savings bank subsidiary of a mutual holding company that is entitled, under a statute or the articles of incorporation or bylaws of the mutual holding company, to vote on matters affecting the mutual holding company. DFI-SB 22.01(11)(11) “Mutual holding company” means a mutual savings bank holding company organized under s. 214.095, Stats., and this chapter which has control over any savings bank or any company that is or becomes a mutual holding company by virtue of this chapter. DFI-SB 22.01(13)(13) “Parent”, when describing the relationship between 2 companies, means the company that controls the other company, either directly or indirectly, through one or more subsidiaries. DFI-SB 22.01(15)(15) “Reorganization plan” means a plan to reorganize into the mutual holding company format which contains the information required by s. DFI-SB 22.06. DFI-SB 22.01(16)(16) “Reorganizing savings bank” means a mutual savings bank that proposes to reorganize into a mutual holding company under this chapter. DFI-SB 22.01(17)(17) “Resulting savings bank” means a stock savings bank that is organized as a subsidiary of a reorganizing savings bank to receive a substantial part of the assets and liabilities, including all deposit accounts, of the reorganizing savings bank upon consummation of the reorganization. DFI-SB 22.01(18)(18) “Savings association” means a savings association as defined in 12 USC 1813 (3) (b) (1) the deposits of which are insured by the FDIC and includes a federal savings association, federal savings bank and a building and loan or savings and loan association organized and operating under the laws of the state in which it is organized. DFI-SB 22.01(19)(19) “Stock” means the units into which the proprietary interests of a savings bank are divided including common or preferred stock, any other type of equity security, as well as warrants or options to acquire common or preferred stock, and other securities that are convertible into common or preferred stock. DFI-SB 22.01(20)(20) “Stock benefit plan” means any defined benefit plan or defined contribution plan and includes an employee stock ownership plan, stock bonus plan, profit-sharing plan or other plan of a mutual holding company or any of its subsidiaries or affiliates, whether or not the plan with its related trust, meets the qualifying requirements under section 401 of the internal revenue code. DFI-SB 22.01(21)(21) “Stock issuance plan” means a plan submitted under s. DFI-SB 22.07 providing for the issuance of stock by a savings bank subsidiary of a mutual holding company. DFI-SB 22.01(22)(22) “Subsidiary” means a company controlled either directly or indirectly by another company. DFI-SB 22.01 NoteNote: This section interprets or implements s. 214.095, Stats. DFI-SB 22.01 HistoryHistory: Cr. Register, February, 1994, No. 458, eff. 3-1-94; CR 23-039: am. (5) (a) 1., r. (12) Register March 2024 No. 819, eff. 4-1-24. DFI-SB 22.02DFI-SB 22.02 Mutual holding company reorganization. A mutual savings bank may, upon application to and approval by the division, reorganize as a mutual holding company by: DFI-SB 22.02(1)(1) Organizing one or more subsidiary stock savings banks, the ownership of which shall be evidenced by shares of stock to be owned by the reorganizing parent savings bank and transferring a substantial portion of its assets and all of the insured deposits and part or all of its other liabilities to one or more subsidiary savings banks; or DFI-SB 22.02(2)(2) Organizing a first tier subsidiary stock savings bank and causing that subsidiary to organize a second tier subsidiary stock savings bank and transferring, by merger of the reorganizing savings bank with the second tier subsidiary, a substantial portion of its assets, all of its insured deposits and part or all of its other liabilities to the resulting savings bank at which time the first tier subsidiary stock savings bank becomes a mutual holding company. DFI-SB 22.02(3)(3) Organizing a mutual holding company with the division’s approval under s. 214.095, Stats., which organizes a subsidiary stock savings bank and transfers, by merger of the reorganizing savings bank, a substantial portion of its assets and all of its insured deposits and part or all of its other liabilities to the resulting savings bank. DFI-SB 22.02 NoteNote: This section interprets or implements s. 214.095, Stats. DFI-SB 22.02 HistoryHistory: Cr. Register, February, 1994, No. 458, eff. 3-1-94. DFI-SB 22.03DFI-SB 22.03 Approval of mutual holding company reorganization. DFI-SB 22.03(1)(1) General. Prior to reorganizing into a mutual holding company, a reorganizing savings bank shall do all the following: DFI-SB 22.03(1)(a)(a) Obtain approval of a reorganization plan by a majority of the board of directors of the reorganizing savings bank and the board of directors of any acquiree savings bank. DFI-SB 22.03(1)(b)(b) File the reorganization plan with the division within 5 business days after the approval of the board of directors. DFI-SB 22.03(1)(c)(c) Obtain approval of a reorganization plan by an affirmative vote of a majority of the voting members of the reorganizing savings bank and any acquiree savings bank, at a meeting of members held under its bylaws. DFI-SB 22.03(1)(d)(d) Obtain the approval of the reorganization plan by the division and, if applicable, the FDIC or FRB. DFI-SB 22.03(2)(2) Actions by division. A proposed reorganization shall be approved or disapproved by the division within 45 days of its filing and, if approved, shall be subject to the following conditions: DFI-SB 22.03(2)(a)(a) The reorganization shall be consummated within one year of the approval. DFI-SB 22.03(2)(b)(b) The capitalization of the mutual holding company shall not cause the resulting savings bank to fail to meet its capital maintenance requirement under ss. 214.40 and 214.43, Stats. DFI-SB 22.03(2)(c)(c) Any other conditions which the division prescribes in the interests of a sound financial system. DFI-SB 22.03(3)(3) Certificate of reorganization. If the division determines that the reorganizing savings bank has complied with all requirements of law and has implemented the reorganization plan as approved, the division shall issue a certificate of reorganization evidencing that the mutual savings bank has been reorganized into a mutual holding company and prescribing the effective date of the reorganization. The certificate shall be recorded in the office of the register of deeds in the county in which the home office of the reorganizing savings bank was located and in the county in which the registered office of the mutual holding company is located. DFI-SB 22.03 NoteNote: This section interprets or implements s. 214.095, Stats. DFI-SB 22.03 HistoryHistory: Cr. Register, February, 1994, No. 458, eff. 3-1-94; CR 23-039: am. (1) (d) Register March 2024 No. 819, eff. 4-1-24. DFI-SB 22.04DFI-SB 22.04 Grounds for disapproval of reorganizations. DFI-SB 22.04(1)(1) Basic standards. The division may disapprove an application for a mutual holding company reorganization on one or more of the following grounds: DFI-SB 22.04(1)(a)(a) Disapproval is necessary to prevent unsafe or unsound practices, or to otherwise maintain a sound financial institution. DFI-SB 22.04(1)(b)(b) The reorganization plan is not fair to members of the reorganizing savings bank. DFI-SB 22.04(1)(c)(c) The reorganization plan does not protect the interests of deposit account holders of the reorganizing savings bank. DFI-SB 22.04(1)(d)(d) The financial or managerial resources of the reorganizing savings bank or any acquiree savings bank warrant disapproval. DFI-SB 22.04(1)(e)(e) After the proposed capitalization of the mutual holding company, any savings bank subsidiary would fail to meet the requirements of ss. 214.40 and 214.43, Stats. DFI-SB 22.04(1)(f)(f) A stock issuance, proposed in connection with a mutual holding company reorganization, fails to meet the standards established by s. DFI-SB 22.07 or 22.08. DFI-SB 22.04(1)(g)(g) The reorganizing savings bank or any acquiree savings bank fails to furnish information required in the reorganization plan or any other information requested by the division regarding the proposed reorganization. DFI-SB 22.04(2)(a)(a) The division shall disapprove a proposal by a reorganizing savings bank or an acquiree savings bank to capitalize a mutual holding company if, immediately following the reorganization, the resulting or acquiree savings bank would fail to meet the capital requirements of ss. 214.40 and 214.43, Stats. If the net worth of the reorganizing savings bank will, under the reorganization plan, meet the minimum net worth requirements of ss. 214.40 and 214.43, Stats., a reorganization plan may permit a mutual holding company to retain assets of the reorganizing mutual savings bank. DFI-SB 22.04(2)(b)(b) Proposals by reorganizing and acquiree savings banks to capitalize mutual holding companies shall comply with any statutes and rules governing capital distributions by savings banks. DFI-SB 22.04 HistoryHistory: Cr. Register, February, 1994, No. 458, eff. 3-1-94. DFI-SB 22.05(1)(1) Depositors of mutual savings banks. The articles of incorporation or bylaws of a mutual holding company shall provide that: DFI-SB 22.05(1)(a)(a) On the effective date of reorganization or acquisition, the owners of deposit accounts in the resulting or acquiree savings bank become members of the mutual holding company, their membership rights in the mutual savings bank end and their membership rights in the mutual holding company begin. DFI-SB 22.05(1)(b)(b) A person becomes a member of a mutual holding company by owning a deposit account in a mutual savings bank that is a subsidiary of the mutual holding company unless the deposit account is evidenced by a negotiable certificate of deposit that is not in registered form. DFI-SB 22.05(1)(c)(c) A member of a mutual holding company shall have one vote for each $100 or additional fraction of $100 of the combined withdrawal value of the member’s deposit accounts in a subsidiary mutual savings bank of the mutual holding company. DFI-SB 22.05(1)(d)(d) Members of a mutual holding company may vote in person or by proxy at any meeting. A proxy shall be in writing and signed by the member or the member’s authorized representative. Unless specified in the proxy, a proxy filed with the secretary shall continue in force until revoked by a written notice to the secretary or superseded by another proxy. DFI-SB 22.05(1)(e)(e) Membership in a mutual holding company ends if the member withdraws the full withdrawal value of all deposit accounts in subsidiary mutual savings banks. A member who requests the full withdrawal value of the member’s deposit accounts remains a member until the withdrawal value is paid in full. DFI-SB 22.05(2)(2) Depositors of stock savings banks. A mutual holding company that acquires a stock savings bank other than a resulting savings bank or an acquiree savings bank shall not confer any membership rights upon the depositors of that savings bank unless the savings bank is merged into a mutual savings bank from which the mutual holding company draws members, in which case the depositors of the stock savings bank shall receive the same membership rights as other depositors of the savings bank into which the stock savings bank is merged. DFI-SB 22.05 NoteNote: This section interprets or implements s. 214.095, Stats. DFI-SB 22.05 HistoryHistory: Cr. Register, February, 1994, No. 458, eff. 3-1-94. DFI-SB 22.06DFI-SB 22.06 Contents of mutual holding company reorganization plans. Each reorganization plan shall contain a description of all significant terms of the proposed reorganization, shall attach and incorporate any proposed stock issuance plan and an opinion of counsel or a ruling from the federal internal revenue service and the department of the revenue as to the federal and state tax treatment of the proposed reorganization and shall include: DFI-SB 22.06(1)(1) A copy of the proposed articles of incorporation and bylaws of the resulting savings bank in the form prescribed by ss. DFI-SB 9.02 and 10.02 and the mutual holding company. DFI-SB 22.06(3)(3) A description of the organization of the resulting savings bank. DFI-SB 22.06(5)(a)(a) Upon consummation of the reorganization, certain assets and liabilities, including all deposit accounts of the reorganizing savings bank, shall be transferred to the resulting savings bank, which shall immediately become a savings bank subsidiary of the mutual holding company. DFI-SB 22.06(5)(b)(b) All assets, rights, obligations and liabilities of the reorganizing savings bank that are not expressly retained by the mutual holding company shall be transferred to the resulting savings bank. DFI-SB 22.06(5)(c)(c) Each holder of a deposit account in the reorganizing savings bank or any acquiree savings bank immediately prior to the reorganization shall receive, upon consummation of the reorganization, without payment, an identical deposit account in the resulting savings bank or the acquiree savings bank. DFI-SB 22.06(5)(d)(d) A proxy that may be cast on behalf of a mutual savings bank member may be cast on behalf of a mutual holding company member until the proxy is revoked or superseded under s. DFI-SB 22.05 (1) (d). DFI-SB 22.06(5)(e)(e) The reorganization plan adopted by the boards of directors of the reorganizing savings bank and any acquiree savings bank may be: DFI-SB 22.06(5)(e)1.1. Amended by those boards as a result of any regulator’s comments prior to any solicitation of proxies from the members to vote on the reorganization plan and at any later time with the consent of the division. DFI-SB 22.06(5)(e)2.2. Terminated by either board at any time prior to the meeting at which the members vote on the reorganization plan and at any later time with the consent of the division. DFI-SB 22.06(5)(e)3.3. Terminated if not completed within a specified time period which shall not exceed 24 months from the date on which the members of the board voting last approved it. DFI-SB 22.06(6)(6) A copy of any stock issuance plan which is proposed as part of the reorganization plan. DFI-SB 22.06(7)(7) A summary of the expenses to be incurred in connection with the reorganization. DFI-SB 22.06 HistoryHistory: Cr. Register, February, 1994, No. 458, eff. 3-1-94. DFI-SB 22.07(1)(a)(a) No savings bank subsidiary of a mutual holding company, including a resulting or acquiree savings bank, may, directly or indirectly, issue stock to persons other than its mutual holding company parent without the prior written approval of the division. DFI-SB 22.07(1)(b)(b) The division shall approve a proposed stock issuance plan upon determining that all of the following criteria are met: DFI-SB 22.07(1)(b)2.2. The plan is consistent with the savings bank’s articles of incorporation, including the type and amount of stock that may be issued. DFI-SB 22.07(1)(b)3.3. The plan would provide the savings bank, its mutual holding company and any other savings bank subsidiaries of the mutual holding company with sufficient capital and would not be detrimental to the savings bank, its mutual holding company, members of the mutual holding company or the interests of depositors of the savings bank. DFI-SB 22.07(1)(b)4.4. The proposed price or price range, the classification and any terms or conditions of the stock to be issued are reasonable. DFI-SB 22.07(1)(b)6.6. The plan is approved by the members of the mutual holding company or, if the plan is part of a reorganization plan under s. DFI-SB 22.06, by members of the reorganizing savings bank, at a meeting of members held under the bylaws of the mutual holding company or the reorganizing savings bank.
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