DFI-SB 22.01 Note Note: This section interprets or implements s. 214.095, Stats.

DFI-SB 22.01 History History: 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 22.02 DFI-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 22.02 Note Note: This section interprets or implements s. 214.095, Stats.

DFI-SB 22.02 History History: Cr. Register, February, 1994, No. 458, eff. 3-1-94.

DFI-SB 22.03 DFI-SB 22.03 Approval of mutual holding company reorganization.

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)(a) (a) The reorganization shall be consummated within one year of the approval.

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.

DFI-SB 22.03(3) (3) Certificate of reorganization. If the division determines that the reorganizing savings bank has complied with all requirements of law and has implemented the reorganization plan as approved, the division shall issue a certificate of reorganization evidencing that the mutual savings bank has been reorganized into a mutual holding company and prescribing the effective date of the reorganization. The certificate shall be recorded in the office of the register of deeds in the county in which the home office of the reorganizing savings bank was located and in the county in which the registered office of the mutual holding company is located.

DFI-SB 22.03 Note Note: This section interprets or implements s. 214.095, Stats.

DFI-SB 22.03 History History: Cr. Register, February, 1994, No. 458, eff. 3-1-94; CR 23-039: am. (1) (d) Register March 2024 No. 819, eff. 4-1-24.

DFI-SB 22.04 DFI-SB 22.04 Grounds for disapproval of reorganizations.

DFI-SB 22.04(1) (1) Basic standards. The division may disapprove an application for a mutual holding company reorganization on one or more of the following grounds:

DFI-SB 22.04(1)(a) (a) Disapproval is necessary to prevent unsafe or unsound practices, or to otherwise maintain a sound financial institution.

DFI-SB 22.04(1)(b) (b) The reorganization plan is not fair to members of the reorganizing savings bank.

DFI-SB 22.04(1)(c) (c) The reorganization plan does not protect the interests of deposit account holders of the reorganizing savings bank.

DFI-SB 22.04(1)(d) (d) The financial or managerial resources of the reorganizing savings bank or any acquiree savings bank warrant disapproval.

DFI-SB 22.04(1)(e) (e) After the proposed capitalization of the mutual holding company, any savings bank subsidiary would fail to meet the requirements of ss. 214.40 and 214.43, Stats.

DFI-SB 22.04(1)(f) (f) A stock issuance, proposed in connection with a mutual holding company reorganization, fails to meet the standards established by s. DFI-SB 22.07 or 22.08.