Chapter DFI-SB 22

DFI-SB 22.10(3)(b) (b) A mutual holding company may, at any time, and without prior approval of the division, acquire additional shares of the stock of a subsidiary savings bank.

DFI-SB 22.10(4) (4) Dispositions. With the written approval of the division, a mutual holding company may:

DFI-SB 22.10(4)(a) (a) Directly or indirectly, transfer any interest in stock which it holds in any subsidiary savings bank.

DFI-SB 22.10(4)(b) (b) Cause or permit the transfer of all or a substantial portion of the assets or liabilities of any subsidiary savings bank.

DFI-SB 22.10(5) (5) Restrictions on waiver of dividends. Unless authorized by the division, no mutual holding company may waive its right to receive any dividend declared by a subsidiary.

DFI-SB 22.10(6) (6) Restrictions on indemnification. Section 214.04 (15), Stats., shall apply to mutual holding companies in the same manner as if they were mutual savings banks.

DFI-SB 22.10(7) (7) Restrictions on employment contracts. Chapter DFI-SB 7 shall apply to a mutual holding company in the same manner as it applies to a savings bank.

DFI-SB 22.10 Note Note: This section interprets or implements s. 214.095, Stats.

DFI-SB 22.10 History History: Cr. Register, February, 1994, No. 458, eff. 3-1-94.

DFI-SB 22.11 DFI-SB 22.11 Registration, reports and examinations.

DFI-SB 22.11(1) (1) Registration of mutual holding companies. Each mutual holding company shall register with the division within 90 days after becoming a mutual holding company in the manner and form prescribed by the division. A mutual holding company that receives the division’s prior approval under s. DFI-SB 22.03, to become a mutual holding company may complete this registration requirement through submission of its first annual report to the division as required by sub. (2).

DFI-SB 22.11(2) (2) Reports of mutual holding companies. Each mutual holding company shall furnish, in the manner and form prescribed by the division, an annual report for the fiscal year in which it becomes a mutual holding company, and for each fiscal year during which it remains a mutual holding company. Additional information and reports shall be furnished as the division may require.

DFI-SB 22.11(3) (3) Examinations and inspections. The division may examine any mutual holding company and each of its subsidiaries and prepare a report of their operations and activities. The division may rely on examination reports made by the primary federal or state supervisor of a subsidiary financial institution of a mutual holding company.

DFI-SB 22.11 Note Note: This section interprets or implements s. 214.095, Stats.

DFI-SB 22.11 History History: Cr. Register, February, 1994, No. 458, eff. 3-1-94.

DFI-SB 22.12 DFI-SB 22.12 Conversion or liquidation of mutual holding companies.

DFI-SB 22.12(1) (1) Conversion. A mutual holding company may convert from mutual to stock form in accordance with a plan of conversion approved by the division under procedures the same as for the organizational conversion of a mutual savings bank under s. 214.685, Stats.

DFI-SB 22.12(2) (2) Involuntary liquidation.

DFI-SB 22.12(2)(a) (a) The division may file a petition with the federal bankruptcy court requesting the liquidation of a mutual holding company pursuant to 12 USC 1467 (a) (o) (9) and title 11, United States Code, upon:

DFI-SB 22.12(2)(a)1. 1. The default of the resulting savings bank, any acquiree savings bank, or any subsidiary savings bank of the mutual holding company;

DFI-SB 22.12(2)(a)2. 2. The default of the mutual holding company; or

DFI-SB 22.12(2)(a)3. 3. Foreclosure on any pledge by the mutual holding company of subsidiary savings bank stock under s. DFI-SB 22.10 (3).

DFI-SB 22.12(2)(b) (b) Except as provided by par. (c), the net proceeds of any liquidation of mutual holding company shall be transferred to the members of the mutual holding company under the articles of incorporation of the mutual holding company.

DFI-SB 22.12(2)(c) (c) If the FDIC incurs a loss from a default of any savings bank subsidiary of a mutual holding company and that mutual holding company is liquidated under par. (a), the FDIC shall succeed to the membership interests of the depositors of the savings bank, to the extent of the FDIC’s loss.

DFI-SB 22.12(3) (3) Voluntary liquidation. Sections 214.82 to 214.855, Stats., shall apply to a mutual holding company in the same manner as they apply to a savings bank.

DFI-SB 22.12 History History: Cr. Register, February, 1994, No. 458, eff. 3-1-94.

DFI-SB 22.13 DFI-SB 22.13 Procedural requirements for proxies.

DFI-SB 22.13(1) (1) Solicitation of proxies. Solicitations of proxies by any person in connection with any membership vote required under this chapter shall be accompanied by proxy materials in a form appropriate, and containing the information relevant to the action that members are being asked to approve.

DFI-SB 22.13(2) (2) Use of existing proxies. Whenever a mutual savings bank or mutual holding company is required by this chapter to obtain membership approval for a transaction, the savings bank or mutual holding company may use any existing proxy conferring general authority to vote on any and all matters at any meeting of members if the member granting the proxy has been furnished a proxy statement regarding the proposed transaction and the member does not revoke the proxy prior to the vote at the meeting at which the transaction will be considered.

DFI-SB 22.13 History History: Cr. Register, February, 1994, No. 458, eff. 3-1-94.