DFI-SB 22.06(3)(3)A description of the organization of the resulting savings bank.
DFI-SB 22.06(4)(4)An amendment to the articles and bylaws of any acquiree savings bank in the form prescribed by ss. DFI-SB 9.02 and 10.02.
DFI-SB 22.06(5)(5)A statement that:
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of a mutual savings bank member may be cast on behalf of a mutual holding company member until the proxy is revoked or superseded under s. DFI-SB 22.05 (1) (d).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 22.07DFI-SB 22.07Stock issuance plans.
DFI-SB 22.07(1)(1)Approval required.
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)1.1. The plan contains all the provisions required by this section.
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)5.5. The savings bank furnishes all information required by the division.
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.
DFI-SB 22.07(1)(b)7.7. The proposed issuance complies with all other applicable laws.
DFI-SB 22.07(1)(c)(c) In determining whether the criteria of par. (b) are met, the division may consider the following factors:
DFI-SB 22.07(1)(c)1.1. The savings bank’s size, capital position and quality of management.
DFI-SB 22.07(1)(c)2.2. The savings bank’s business objective.
DFI-SB 22.07(1)(c)3.3. The dollar amount and number of shares to be issued pursuant to the plan.