In this chapter:
"Acting in concert" means:
1. Knowing participation in a joint activity
or interdependent conscious parallel action towards a common goal whether or
not pursuant to an express agreement; or
2. A combination or pooling of voting or
other interests in the securities of an issuer for a common purpose pursuant to
any contract, understanding, relationship, agreement or other arrangement,
whether written or otherwise.
(b) A person or company which acts in concert
with another person or company ("other party") shall also be acting in concert
with any person or company who is also acting in concert with that other party,
except that an employee benefit plan will not be acting in concert with its
trustee or a person who serves in a similar capacity solely for the purpose of
determining whether stock held by the trustee and stock held by the plan will
be aggregated. No officer or director of an applicant shall be considered
acting in concert with another officer or director merely by reason of holding
"affiliate" of, or a person "affiliated" with, a specified person, means a
person that directly, or indirectly through one or more intermediaries,
controls, or is controlled by, or is under common control with, the person
(3) "Amount", when used
in regard to securities, means the principal amount if relating to evidence of
indebtedness, the number of shares if relating to shares of securities and the
number of units if relating to any other kind of securities.
(4) "Applicant" means a state savings bank
organized in mutual form.
"Associate", when indicating a relationship between persons, means:
(a) Any corporation or organization other
than the applicant or a majority-owned subsidiary of the applicant of which the
person is an officer or partner or is, directly or indirectly, the beneficial
owner of 10% or more of any class of equity securities;
(b) Any trust or other estate in which the
person has a substantial beneficial interest or as to which the person serves
as trustee or in a similar fiduciary capacity, except that, for the purposes of
s. DFI-SB 21.10(6), (7) or (8) or 21.11(4), it does not include any employee
benefit plan in which a person has a substantial beneficial interest or serves
as a trustee or in a similar fiduciary capacity; or
(c) Any relative by blood or marriage of the
natural person, or any relative by blood or marriage of the spouse, who has the
same legal residence as or shares living quarters with the person or who is a
director or officer of the applicant or of any of the applicant's parent
organizations or subsidiaries.
(6) "Broker-dealer" means a person in the
business of effecting transactions in securities for the account of others or
for the person's own account and a person who acts, directly or indirectly, as
agent, broker or principal in the business of offering, buying, selling or
otherwise dealing or trading in securities issued by another
(7) "Capital stock"
includes permanent stock, guaranty stock, permanent reserve stock, common
stock, preferred stock, convertible preferred stock and any similar certificate
evidencing nonwithdrawable capital of an applicant, savings bank holding
company or a subsidiary of the savings bank or savings bank holding
(8) "Control" means the
power to direct or cause the direction of the management and policies of a
person, through ownership of voting securities, by contract or
(9) "Deposit account
holder" means a person who holds a deposit account in an applicant and includes
an eligible account holder and a supplemental eligible account
(10) "Eligibility record
date" means the record date for determining eligible account holders of an
applicant which shall be at least 90 days prior to the date of the adoption of
the plan of conversion by the board of directors.
(11) "Eligible account holder" means any
person holding a deposit account as of the eligibility record date subject to
s. DFI-SB 21.12.
does not include a director or officer unless also employed by the
(13) An "employee
benefit plan" includes any "tax-qualified employee stock benefit plan" whether
a defined benefit plan or defined contribution plan such as an employee stock
ownership plan, stock bonus plan, profit-sharing plan or other plan, which,
with its related trust, meets the requirements to be "qualified" under section
401 of the internal revenue code, as well as any "non-tax-qualified employee
stock benefit plan" established for the purpose of providing stock or stock
related benefits to employees and which is not so qualified.
(14) "Equity security" means any stock or
similar security; or any security convertible, with or without consideration,
into the security, or carrying any warrant or right to subscribe to or purchase
the security; or any warrant or right.
"Market maker" means a dealer who, with
respect to a particular security:
1. Regularly publishes bona fide, competitive
bid and offer quotations in a recognized inter-dealer quotation system;
2. Furnishes bona fide
competitive bid and offer quotations on request; and
(b) Is ready, willing and able to effect
transactions in reasonable quantities at his or her quoted prices with other
brokers or dealers.
"Member" means a holder of a deposit account in a mutual savings bank under s.
(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.
(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
(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.
(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.
includes every contract to purchase, buy or otherwise acquire a security or
interest in a security for value.
(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
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.
"Solicitation" and "solicit" mean:
request for a proxy whether or not accompanied by or included in a form of
2. Any request to execute,
not execute, or revoke a proxy; or
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
(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.
"Subscription offering" means the
offering of shares of capital stock, through nontransferable subscription
rights issued to:
(a) Eligible account holders
as required by s. DFI-SB 21.10(3).
(b) Supplemental eligible account holders as
required by s. DFI-SB 21.10(5).
Directors, officers and employees, as permitted by s. DFI-SB
(d) Eligible account
holders, supplemental eligible account holders and members as permitted by s.
DFI-SB 21.10(2) and (4).
other classes of persons granted subscription rights in a plan of
"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.
(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
(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.