DFI-SB 22.07(5)(a) (a) If the stock issuance is part of a reorganization plan, the offering may be commenced concurrently with or after the mailing of any proxy statements to the members of the reorganizing savings bank and any acquiree savings bank. The offering may be concluded prior to the required membership votes if the offer and sale of the stock is conditioned upon the approval of the reorganization plan and issuance plan by the members of the reorganizing savings bank and any acquiree savings bank.

DFI-SB 22.07(5)(b) (b) Any stock not sold in the offering may be sold in any other manner provided in the stock issuance plan that is approved by the division in writing.

DFI-SB 22.07(5)(c) (c) In lieu of shares of stock, the savings bank may issue and sell units of securities consisting of stock and long-term warrants or other equity securities, in which event any reference in this section to stock shall apply to units of equity securities unless the context otherwise specifies or requires.

DFI-SB 22.07(5)(d) (d) Purchases of stock by persons or entities acting in concert, or by associates, may not exceed a limit established under the terms of the stock issuance plan.

DFI-SB 22.07 Note Note: This section interprets or implements s. 214.095, Stats.

DFI-SB 22.07 History History: Cr. Register, February, 1994, No. 458, eff. 3-1-94; correction in (4) (b) 6. made under s. 13.93 (2m) (b) 7., Stats., Register January 2006 No. 601.

DFI-SB 22.08 DFI-SB 22.08 Issuance or sale of stock by savings bank subsidiaries of mutual holding companies.

DFI-SB 22.08(1) (1) Authorized shares; mandatory features. The articles of incorporation of a stock savings bank subsidiary of a mutual holding company shall:

DFI-SB 22.08(1)(a) (a) Prescribe the classes of shares and the number of shares of each class that the savings bank is authorized to issue. If more than one class of shares is authorized, the articles of incorporation shall prescribe a distinguishing designation for each class. Before the issuance of shares of a class, the savings bank’s articles of incorporation shall describe the preferences, limitations and relative rights of that class. All shares of a class shall have preferences, limitations and relative rights identical with those of other shares of the same class unless the class is divided into series.

DFI-SB 22.08(1)(b) (b) Authorize:

DFI-SB 22.08(1)(b)1. 1. One or more classes of shares that together have unlimited voting rights.

DFI-SB 22.08(1)(b)2. 2. One or more classes of shares, which may be the same class or classes as those with voting rights under subd. 1., that together are entitled to receive the net assets of the savings bank upon dissolution.

DFI-SB 22.08(1m) (1m) Authorized sharer; Optional features. The articles of incorporation of a stock savings bank subsidiary of a mutual holding company may:

DFI-SB 22.08(1m)(a) (a) Create one or more series within a class of shares. Before the issuance of shares of a series, the savings bank’s articles of incorporation shall describe the number of shares of each series that the savings bank is authorized to issue, a distinguishing designation for each series within a class and the preferences, limitations and relative rights of that series. All shares of a series shall have preferences, limitations and relative rights of that series. All shares of a series shall have preferences, limitations and relative rights identical with those of other shares of the same series and, except to the extent otherwise provided in the description of the series, with those of other series of the same class.

DFI-SB 22.08(1m)(b) (b) Authorize one or more classes of shares that have designations, preferences, limitations and relative rights that may include:

DFI-SB 22.08(1m)(b)1. 1. Special, conditional or limited voting rights, or no right to vote, unless prohibited by this chapter.

DFI-SB 22.08(1m)(b)2. 2. Provisions for the redemption or conversion of the shares under any of the following terms specified by the articles of incorporation:

DFI-SB 22.08(1m)(b)2.a. a. At the option of the savings bank, the shareholder or another person, or upon the occurrence of a designated event.

DFI-SB 22.08(1m)(b)2.b. b. For cash, indebtedness, securities or other property.

DFI-SB 22.08(1m)(b)2.c. c. In a designated amount or in an amount determined under a designated formula or by reference to extrinsic data or events.

DFI-SB 22.08(1m)(b)3. 3. Provisions entitling the holders to distributions calculated in any manner, including dividends that may be cumulative, noncumulative or partially cumulative.

DFI-SB 22.08(1m)(b)4. 4. Preference over any other class of shares with respect to distributions, including dividends and distributions upon the dissolution of the savings bank.

DFI-SB 22.08(2) (2) Terms of class or series determined by board of directors.

DFI-SB 22.08(2)(a) (a) Within the limits of subs. (1) and (1m) and as provided in the articles of incorporation, the board of directors may:

DFI-SB 22.08(2)(a)1. 1. Determine the preferences, limitations and relative rights, in whole or in part, before the issuance of any shares of that class of shares.

DFI-SB 22.08(2)(a)2. 2. Create one or more series within a class and, with respect to any series, determine the number of shares of the series, the distinguishing designation and the preferences, limitations and relative rights, in whole or in part, before the issuance of any shares of that series.

DFI-SB 22.08(2)(b) (b) Before issuing any shares of a class or series under par. (a), the savings bank shall file with the division an amendment to its articles of incorporation that includes all of the following:

DFI-SB 22.08(2)(b)1. 1. The name of the savings bank.

DFI-SB 22.08(2)(b)2. 2. The text of the amendment determining the terms of the class or series of shares.