DFI-SB 21.01(17) (17) Except as provided in s. DFI-SB 21.16 (1) (b), “offer” includes every attempt to offer to dispose of, or to solicit an offer to buy, a security or interest in a security, for value and does not include preliminary negotiations or agreements between an applicant and any underwriter or among underwriters who are or are to be in privity of contract with an applicant.

DFI-SB 21.01(18) (18) “Officer”, for purposes of the purchase of stock in a converting applicant under this chapter, means the applicant’s chairperson of the board of directors, president, vice presidents, secretary, treasurer or principal financial officer, comptroller or principal accounting officer, and any other person performing similar functions with respect to the applicant.

DFI-SB 21.01(19) (19) Except as provided in s. DFI-SB 21.16 (1) (c), “person” means an individual, a corporation, a partnership, an association, a joint stock company, a trust, any unincorporated organization, or a government or political subdivision thereof.

DFI-SB 21.01(20) (20) “Proxy” includes every form of authorization by which a person is, or may be considered to be, designated to act for an applicant’s member in the exercise of his or her voting rights in the business of an applicant. An authorization may take the form of failure to dissent or object.

DFI-SB 21.01(21) (21) “Purchase” includes every contract to purchase, buy or otherwise acquire a security or interest in a security for value.

DFI-SB 21.01(22) (22) “Sale” includes every contract to sell or otherwise dispose of a security or interest in a security for value but does not include an exchange of securities in connection with a merger or acquisition.

DFI-SB 21.01(23) (23) “Security” includes any note, stock, treasury stock, bond, debenture, transferable share, investment contract, voting trust certificate, or any instrument commonly known as a “security”. It also includes any certificate of interest or participation in, temporary or interim certificate for, receipt for, or warrant or right to subscribe to or purchase, any of the above items.

DFI-SB 21.01(24) (24) 

DFI-SB 21.01(24)(a) (a) “Solicitation” and “solicit” mean:

DFI-SB 21.01(24)(a)1. 1. Any request for a proxy whether or not accompanied by or included in a form of proxy;

DFI-SB 21.01(24)(a)2. 2. Any request to execute, not execute, or revoke a proxy; or

DFI-SB 21.01(24)(a)3. 3. The furnishing of a form of proxy or other communication to an applicant’s members under circumstances reasonably calculated to result in the procurement, withholding or revocation of a proxy.

DFI-SB 21.01(24)(b) (b) The terms do not apply to the furnishing of a form of proxy to an applicant’s member upon the unsolicited request of the member, the performance of acts required by s. DFI-SB 21.23 (7) or to the performance by any person of ministerial acts on behalf of a person soliciting a proxy.

DFI-SB 21.01(25) (25) “Subscription offering” means the offering of shares of capital stock, through nontransferable subscription rights issued to:

DFI-SB 21.01(25)(a) (a) Eligible account holders as required by s. DFI-SB 21.10 (3).

DFI-SB 21.01(25)(b) (b) Supplemental eligible account holders as required by s. DFI-SB 21.10 (5).

DFI-SB 21.01(25)(c) (c) Directors, officers and employees, as permitted by s. DFI-SB 21.11 (2).

DFI-SB 21.01(25)(d) (d) Eligible account holders, supplemental eligible account holders and members as permitted by s. DFI-SB 21.10 (2) and (4).

DFI-SB 21.01(25)(e) (e) Any other classes of persons granted subscription rights in a plan of conversion.

DFI-SB 21.01(26) (26) “Supplemental eligibility record date” means the date for determining supplemental eligible account holders of an applicant required by s. DFI-SB 21.10 (5). The date shall be the last day preceding adoption of a plan of conversion by the institution’s board of directors.

DFI-SB 21.01(27) (27) “Supplemental eligible account holder” means any person holding a qualifying deposit account, except officers, directors and their associates, as of the supplemental eligibility record date.

DFI-SB 21.01(28) (28) “Underwriter” means any person who has purchased from an applicant with a view to, or offers or sells for an applicant in connection with, the distribution of any security, or participates or has a direct or indirect participation in the direct or indirect underwriting of any of these activities; but the term shall not include a person whose interest is limited to a commission from an underwriter or broker-dealer not in excess of the usual and customary distributor’s or seller’s commission. “Principal underwriter” means an underwriter in privity of contract with the applicant or other issuer of securities as to which he or she is the underwriter.

DFI-SB 21.01 Note Note: This section interprets or implements s. 214.685, Stats.

DFI-SB 21.01 History History: Cr. Register, February, 1994, No. 458, eff. 3-1-94.

DFI-SB 21.10 DFI-SB 21.10 Contents of plan of conversion. A plan of conversion shall contain all of the following provisions:

DFI-SB 21.10(1) (1) Stock sale. The savings bank shall issue and sell its capital stock at a price based on an independent valuation.

DFI-SB 21.10(2) (2) Priority to purchase stock. Eligible account holders and supplemental eligible account holders with subscription rights have a priority to purchase conversion stock prior to an employee benefit plan.

DFI-SB 21.10(3) (3) Eligible account holders’ subscription rights.

DFI-SB 21.10(3)(a) (a) Each eligible account holder shall receive, without payment, nontransferable subscription rights to purchase capital stock.