DFI-SB 21.14(1)(a)(a) A repurchase, on a proportionate basis, pursuant to an offer approved by the division and made to all shareholders of the savings bank;
DFI-SB 21.14(1)(b)(b) The repurchase of shares of a director; or
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 21.15Manipulative 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 21.16Acquisition of the securities of converted savings banks.
DFI-SB 21.16(1)(1)Definitions. In this section:
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)(b) “Offer” does not include:
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):