DFI-SB 22.01(11)(11) “Mutual holding company” means a mutual savings bank holding company organized under s. 214.095, Stats., and this chapter which has control over any savings bank or any company that is or becomes a mutual holding company by virtue of this chapter.

DFI-SB 22.01(13)(13) “Parent”, when describing the relationship between 2 companies, means the company that controls the other company, either directly or indirectly, through one or more subsidiaries.

DFI-SB 22.01(14)(14) “Person” means an individual or company.

DFI-SB 22.01(15)(15) “Reorganization plan” means a plan to reorganize into the mutual holding company format which contains the information required by s. DFI-SB 22.06.

DFI-SB 22.01(16)(16) “Reorganizing savings bank” means a mutual savings bank that proposes to reorganize into a mutual holding company under this chapter.

DFI-SB 22.01(17)(17) “Resulting savings bank” means a stock savings bank that is organized as a subsidiary of a reorganizing savings bank to receive a substantial part of the assets and liabilities, including all deposit accounts, of the reorganizing savings bank upon consummation of the reorganization.

DFI-SB 22.01(18)(18) “Savings association” means a savings association as defined in 12 USC 1813 (3) (b) (1) the deposits of which are insured by the FDIC and includes a federal savings association, federal savings bank and a building and loan or savings and loan association organized and operating under the laws of the state in which it is organized.

DFI-SB 22.01(19)(19) “Stock” means the units into which the proprietary interests of a savings bank are divided including common or preferred stock, any other type of equity security, as well as warrants or options to acquire common or preferred stock, and other securities that are convertible into common or preferred stock.

DFI-SB 22.01(20)(20) “Stock benefit plan” means any defined benefit plan or defined contribution plan and includes an employee stock ownership plan, stock bonus plan, profit-sharing plan or other plan of a mutual holding company or any of its subsidiaries or affiliates, whether or not the plan with its related trust, meets the qualifying requirements under section 401 of the internal revenue code.

DFI-SB 22.01(21)(21) “Stock issuance plan” means a plan submitted under s. DFI-SB 22.07 providing for the issuance of stock by a savings bank subsidiary of a mutual holding company.

DFI-SB 22.01(22)(22) “Subsidiary” means a company controlled either directly or indirectly by another company.

DFI-SB 22.01 HistoryHistory: Cr. Register, February, 1994, No. 458, eff. 3-1-94; CR 23-039: am. (5) (a) 1., r. (12) Register March 2024 No. 819, eff. 4-1-24.

DFI-SB 22.02DFI-SB 22.02 Mutual holding company reorganization. A mutual savings bank may, upon application to and approval by the division, reorganize as a mutual holding company by:

DFI-SB 22.02(1)(1) Organizing one or more subsidiary stock savings banks, the ownership of which shall be evidenced by shares of stock to be owned by the reorganizing parent savings bank and transferring a substantial portion of its assets and all of the insured deposits and part or all of its other liabilities to one or more subsidiary savings banks; or

DFI-SB 22.02(2)(2) Organizing a first tier subsidiary stock savings bank and causing that subsidiary to organize a second tier subsidiary stock savings bank and transferring, by merger of the reorganizing savings bank with the second tier subsidiary, a substantial portion of its assets, all of its insured deposits and part or all of its other liabilities to the resulting savings bank at which time the first tier subsidiary stock savings bank becomes a mutual holding company.

DFI-SB 22.02(3)(3) Organizing a mutual holding company with the division’s approval under s. 214.095, Stats., which organizes a subsidiary stock savings bank and transfers, by merger of the reorganizing savings bank, a substantial portion of its assets and all of its insured deposits and part or all of its other liabilities to the resulting savings bank.

DFI-SB 22.03(1)(1) General. Prior to reorganizing into a mutual holding company, a reorganizing savings bank shall do all the following:

DFI-SB 22.03(1)(a)(a) Obtain approval of a reorganization plan by a majority of the board of directors of the reorganizing savings bank and the board of directors of any acquiree savings bank.

DFI-SB 22.03(1)(b)(b) File the reorganization plan with the division within 5 business days after the approval of the board of directors.

DFI-SB 22.03(1)(c)(c) Obtain approval of a reorganization plan by an affirmative vote of a majority of the voting members of the reorganizing savings bank and any acquiree savings bank, at a meeting of members held under its bylaws.

DFI-SB 22.03(1)(d)(d) Obtain the approval of the reorganization plan by the division and, if applicable, the FDIC or FRB.

DFI-SB 22.03(2)(2) Actions by division. A proposed reorganization shall be approved or disapproved by the division within 45 days of its filing and, if approved, shall be subject to the following conditions:

DFI-SB 22.03(2)(b)(b) The capitalization of the mutual holding company shall not cause the resulting savings bank to fail to meet its capital maintenance requirement under ss. 214.40 and 214.43, Stats.

DFI-SB 22.03(2)(c)(c) Any other conditions which the division prescribes in the interests of a sound financial system.