Wis. Admin. Code Department of Financial Institutions DFI-SB 22.06 - Contents of mutual holding company reorganization plans

Each reorganization plan shall contain a description of all significant terms of the proposed reorganization, shall attach and incorporate any proposed stock issuance plan and an opinion of counsel or a ruling from the federal internal revenue service and the department of the revenue as to the federal and state tax treatment of the proposed reorganization and shall include:

(1) A copy of the proposed articles of incorporation and bylaws of the resulting savings bank in the form prescribed by ss. DFI-SB 9.02 and 10.02 and the mutual holding company.

(2) A description of the method of reorganization under s. DFI-SB 22.02.

(3) A description of the organization of the resulting savings bank.

(4) An amendment to the articles and bylaws of any acquiree savings bank in the form prescribed by ss. DFI-SB 9.02 and 10.02.

(5) A statement that:

(a) Upon consummation of the reorganization, certain assets and liabilities, including all deposit accounts of the reorganizing savings bank, shall be transferred to the resulting savings bank, which shall immediately become a savings bank subsidiary of the mutual holding company.

(b) All assets, rights, obligations and liabilities of the reorganizing savings bank that are not expressly retained by the mutual holding company shall be transferred to the resulting savings bank.

(c) Each holder of a deposit account in the reorganizing savings bank or any acquiree savings bank immediately prior to the reorganization shall receive, upon consummation of the reorganization, without payment, an identical deposit account in the resulting savings bank or the acquiree savings bank.

(d) A proxy that may be cast on behalf of a mutual savings bank member may be cast on behalf of a mutual holding company member until the proxy is revoked or superseded under s. DFI-SB 22.05(1) (d).

(e) The reorganization plan adopted by the boards of directors of the reorganizing savings bank and any acquiree savings bank may be:

1. Amended by those boards as a result of any regulator's comments prior to any solicitation of proxies from the members to vote on the reorganization plan and at any later time with the consent of the division.

2. Terminated by either board at any time prior to the meeting at which the members vote on the reorganization plan and at any later time with the consent of the division.

3. Terminated if not completed within a specified time period which shall not exceed 24 months from the date on which the members of the board voting last approved it.

(6) A copy of any stock issuance plan which is proposed as part of the reorganization plan.

(7) A summary of the expenses to be incurred in connection with the reorganization.

Notes

Wis. Admin. Code Department of Financial Institutions DFI-SB 22.06

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