Wisconsin Administrative Code › Department of Financial Institutions › DFI-SL 1-22 - Department of Financial Institutions-Savings & Loan › Chapter DFI-SL 16 - Authorized Activities Of Associations › Section DFI-SL 16.04 - Conversion to stock association

Current through June 24, 2024
(1) A mutual
				association may:
(a) Convert to a stock
				association as part of a transaction in which a holding company is organized to
				acquire, upon issuance, all the capital stock of the converted association. In
				such a transaction, savers of the converting association shall receive, without
				payment, nontransferable rights to purchase all of the capital stock of the
				newly formed holding company. All of the shares of capital stock of the holding
				company not purchased in the subscription offering shall be offered and sold in
				a public offering or a direct community offering. Prior to offering stock to
				savers or the public the association shall obtain a valuation of the
				association by an independent expert using commonly accepted valuation methods.
				The valuation shall be included in the plan submitted under s.
				215.58,
				Stats. The total price at which the capital stock shall be sold shall be
				established by the independent valuation.
(b) Convert to a stock association as part of
				a transaction in which an existing holding company acquires, upon issuance, all
				the capital stock of the converted association. In such a transaction, the
				savers of the converting association shall receive, without payment,
				nontransferable rights from the holding company to purchase its equity
				securities. Equity securities of the holding company issued in the transaction
				which are not purchased in the subscription offering shall be offered and sold
				in a public offering or a direct community offering. Prior to offering stock to
				savers or the public the association shall obtain a valuation of the
				association by an independent expert using commonly accepted valuation methods.
				The valuation shall be included in the plan submitted under s.
				215.58,
				Stats. The total price at which the securities of the holding company shall be
				sold shall be established by the independent valuation.
(c) Convert to a stock association through
				absorption by an existing insured stock association which is a wholly owned
				subsidiary of a holding company. In such a transaction the savers of the
				converting association shall receive, without payment, nontransferable rights
				from the holding company to purchase its equity securities. Equity securities
				of the holding company issued in the conversion transaction which are not
				purchased in the subscription offering shall be offered and sold in a public
				offering or a direct community offering. Prior to offering stock to savers or
				the public the association shall obtain a valuation of the association by an
				independent expert using commonly accepted valuation methods. The valuation
				shall be included in the plan submitted under s.
				215.58,
				Stats. The total price at which the equity securities of the holding company
				shall be sold shall be established by the independent valuation.
(d) Convert to a stock association through
				absorption by an existing insured stock association as part of a transaction in
				which the capital stock of the existing association are issued. In such a
				transaction in which the existing insured stock association is the survivor,
				the savers of the converting association shall receive, without payment,
				nontransferable rights from the existing stock association to purchase its
				capital stock in lieu of capital stock of the converting association. Capital
				stock of the existing stock association issued in the conversion transaction
				which is not purchased in the subscription offering shall be offered and sold
				in a public offering or a direct community offering. Prior to offering stock,
				the association shall obtain a valuation of the association by an independent
				expert using commonly accepted valuation methods. The valuation shall be
				included in the plan submitted under s.
				215.58,
				Stats. The aggregate price at which the capital stock of the existing or the
				converting association shall be sold shall be established by independent
				valuation.