DFI-SB 21.27 Conversion of a savings bank with an acquisition by an existing holding company; conversion through merger with an existing stock savings bank.

Ch. DFI-SB 21 NoteNote: Chapter SB 21 was renumbered ch. DFI-SB 21 under s. 13.93 (2m) (b) 1., Stats., and corrections made under s. 13.93 (2m) (b) 6. and 7., Stats., Register, November, 1997, No. 503.

DFI-SB 21.01(1)(a)(a) “Acting in concert” means:

DFI-SB 21.01(1)(a)1.1. Knowing participation in a joint activity or interdependent conscious parallel action towards a common goal whether or not pursuant to an express agreement; or

DFI-SB 21.01(1)(a)2.2. A combination or pooling of voting or other interests in the securities of an issuer for a common purpose pursuant to any contract, understanding, relationship, agreement or other arrangement, whether written or otherwise.

DFI-SB 21.01(1)(b)(b) A person or company which acts in concert with another person or company (“other party”) shall also be acting in concert with any person or company who is also acting in concert with that other party, except that an employee benefit plan will not be acting in concert with its trustee or a person who serves in a similar capacity solely for the purpose of determining whether stock held by the trustee and stock held by the plan will be aggregated. No officer or director of an applicant shall be considered acting in concert with another officer or director merely by reason of holding those positions.

DFI-SB 21.01(2)(2) An “affiliate” of, or a person “affiliated” with, a specified person, means a person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the person specified.

DFI-SB 21.01(3)(3) “Amount”, when used in regard to securities, means the principal amount if relating to evidence of indebtedness, the number of shares if relating to shares of securities and the number of units if relating to any other kind of securities.

DFI-SB 21.01(5)(a)(a) Any corporation or organization other than the applicant or a majority-owned subsidiary of the applicant of which the person is an officer or partner or is, directly or indirectly, the beneficial owner of 10% or more of any class of equity securities;

DFI-SB 21.01(5)(b)(b) Any trust or other estate in which the person has a substantial beneficial interest or as to which the person serves as trustee or in a similar fiduciary capacity, except that, for the purposes of s. DFI-SB 21.10 (6), (7) or (8) or 21.11 (4), it does not include any employee benefit plan in which a person has a substantial beneficial interest or serves as a trustee or in a similar fiduciary capacity; or

DFI-SB 21.01(5)(c)(c) Any relative by blood or marriage of the natural person, or any relative by blood or marriage of the spouse, who has the same legal residence as or shares living quarters with the person or who is a director or officer of the applicant or of any of the applicant’s parent organizations or subsidiaries.

DFI-SB 21.01(6)(6) “Broker-dealer” means a person in the business of effecting transactions in securities for the account of others or for the person’s own account and a person who acts, directly or indirectly, as agent, broker or principal in the business of offering, buying, selling or otherwise dealing or trading in securities issued by another corporation.

DFI-SB 21.01(7)(7) “Capital stock” includes permanent stock, guaranty stock, permanent reserve stock, common stock, preferred stock, convertible preferred stock and any similar certificate evidencing nonwithdrawable capital of an applicant, savings bank holding company or a subsidiary of the savings bank or savings bank holding company.

DFI-SB 21.01(8)(8) “Control” means the power to direct or cause the direction of the management and policies of a person, through ownership of voting securities, by contract or otherwise.

DFI-SB 21.01(9)(9) “Deposit account holder” means a person who holds a deposit account in an applicant and includes an eligible account holder and a supplemental eligible account holder.