Wis. Admin. Code Department of Financial Institutions § DFI-SB 21.21 - Information prior to approval of plan of conversion

Current through March 28, 2022

(1) CONFIDENTIALITY OF INITIAL DELIBERATION. A savings bank considering converting under this chapter and its directors, officers and employees shall keep the consideration in strict confidence and shall only discuss the potential conversion if necessary to prepare information for filing an application for conversion. If this confidence is breached, the division may require remedial measures including:

(a) A public statement by the savings bank that its board of directors is currently considering converting.

(b) Providing for an eligibility record date which shall be prior to the adoption of the plan as to assure the equitability of the conversion.

(c) Limitation of the subscription rights of any person violating or aiding the violation of this subsection.

(d) Any other actions the division may deem appropriate and necessary to assure the fairness and equitability of the conversion.

(2) PUBLIC STATEMENT. If it should become essential as a result of rumors prior to the adoption of a plan of conversion by the savings bank's board of directors, a public statement under sub. (1)(a) may be made by the savings bank.

(3) ACTIONS AFTER BOARD APPROVES CONVERSION. Promptly after the adoption of a plan of conversion by not less than two-thirds of its board of directors:

(a) The savings bank shall do all of the following:

1. Notify its members of the action by publishing a statement required by s. DFI-SB 21.22(1) as a class 1 notice under ch. 985, Stats., in a newspaper having general circulation in each community in which the home office or a branch office of the savings bank is located or by mailing a letter to each member or both. Copies of the published statement with the publisher's affidavit of publication and any letter and any press release under subd. 2. shall be filed with the division as part of the application for conversion.

2. Have copies of the plan of conversion available for inspection by its members at each office.

(b) The savings bank may issue a published statement, letter or press release with respect to the action. Copies of any published statement, letter or press release are not required to be approved by the division prior to their use, but may be submitted to the division for comments.

Notes

Wis. Admin. Code Department of Financial Institutions § DFI-SB 21.21

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