Wisconsin Administrative Code › Department of Financial Institutions › DFI-SB 1-22 - Department of Financial Institutions-Savings Banks › Chapter DFI-SB 21 - Conversion From Mutual To Stock Institution › Section DFI-SB 21.11 - Optional provisions in plan of conversion

Current through June 24, 2024
A plan of conversion may provide any of the following:
(1) DIRECT COMMUNITY OR PUBLIC OFFERING. The
				savings bank may commence the direct community offering or the public offering,
				or both, concurrently with or at any time during the subscription offering. The
				subscription offering may be commenced concurrently with or at any time after
				the mailing of the proxy statement to members under s. DFI-SB 21.23(2). The
				subscription offering may be closed before the meeting of members held to vote
				on the plan of conversion, provided that the offer and sale of the capital
				stock shall be conditioned upon the members' approval of the plan of
				conversion.
(2) ADDITIONAL
				SUBSCRIPTION RIGHTS FOR INSIDERS. Directors, officers and employees of the
				savings bank shall receive, without payment, nontransferable subscription
				rights to purchase shares of capital stock that are available after satisfying
				the subscriptions of employee benefit plans but prior to satisfying the
				subscriptions of eligible account holders, supplemental eligible account
				holders and members under this subsection and sub. (4). The percentage of the
				total offering subject to subscription rights under this subsection and the
				maximum purchase allowable to any individual officer, director or employee
				shall not exceed the percentages specified in the plan of conversion and
				approved by the division.
(3)
				LIMITATION ON SUBSCRIPTION RIGHTS; OVER-SUBSCRIPTION. Any deposit account
				holder receiving rights to purchase stock in the subscription offering which is
				available after satisfying other persons' subscription rights shall also
				receive, without payment, nontransferable subscription rights to purchase
				shares of capital stock, to the extent that the shares are available. If an
				over-subscription for these additional shares occurs, the shares available
				shall be allocated among the subscribing eligible account holders and
				supplemental eligible account holders on a basis provided in the plan of
				conversion.
(4) LIMITATION ON STOCK
				PURCHASES. Purchases in the public offering or in the direct community offering
				by any person together with any associate or group of persons acting in concert
				with the person shall be limited as specified in the plan of conversion
				approved by the division.
(5)
				OFFERING CIRCULAR. The savings bank may require its eligible account holders or
				all members to return by a reasonable date a postage-paid written communication
				provided by it requesting receipt of a subscription offering circular, or a
				preliminary or final offering circular in an offering under sub. (9), in order
				to receive an offering circular from the savings bank, provided that the
				subscription offering or the offering under sub. (1) shall not be closed until
				the expiration of 30 days after the mailing by the savings bank to members of
				the postage-paid written communication. If the subscription offering or the
				offering under sub. (9) is not commenced within 45 days after the meeting of
				members, the savings bank that has adopted this optional provision shall
				transmit no less than 30 days prior to the commencement of the subscription
				offering or the offering under sub. (1) to each member who has been furnished
				with proxy soliciting materials, written notice of the commencement of the
				offering, which shall state that the savings bank is not required to furnish an
				offering circular to a member unless the member returns by a reasonable date
				certain the postage-paid written communication provided requesting receipt of
				an offering circular.
(6) UNSOLD
				SHARES. Any relatively insignificant residue of shares of the savings bank not
				sold in the subscription offering, the public offering or the direct community
				offering may be sold in another manner as provided in the plan.
(7) MINIMUM SHARES PURCHASED. Any person
				exercising subscription rights to purchase capital stock shall be required to
				purchase a minimum number of shares as established in the plan of
				conversion.
(8) UNITS OF
				SECURITIES; WARRANTS. The savings bank may issue and sell, in lieu of shares of
				its capital stock, units of securities consisting of capital stock and
				long-term warrants or other equity securities, subject to approval by the
				division.
(9) PUBLIC AND DIRECT
				COMMUNITY OFFERING. Instead of a separate subscription offering, all
				subscription rights issued in connection with the conversion shall be
				exercisable by delivery of properly completed and executed order forms to the
				underwriters or selling group for the public offering or pursuant to any other
				procedure, subject to the applicant demonstrating to the division the
				feasibility of the method of exercising the rights and the conditions as
				provided in the plan of conversion. Conditions shall include a requirement that
				orders for stock in the public offering or direct community offering shall
				first be filled, in the order of priority set forth in subs. (2) to (4) and (6)
				by orders of persons exercising subscription rights.
(10) OTHER PROVISIONS. The division may
				approve other equitable provisions including the receipt without payment by
				other classes of members or customers or both of nontransferable subscription
				rights, subordinate to the rights of eligible account holders and supplemental
				eligible account holders, for the purchase of stock or other provisions as may
				be necessary to avert imminent injury to the savings bank.
This section interprets or implements s.
					 214.685,
					 Stats.