Wis. Admin. Code Department of Financial Institutions § DFI-SB 21.11 - Optional provisions in plan of conversion

Current through March 28, 2022

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.

Notes

Wis. Admin. Code Department of Financial Institutions § DFI-SB 21.11

CR Register, February, 1994, No. 458, eff. 3-1-94.

This section interprets or implements s. 214.685, Stats.