Wisconsin Administrative Code
Department of Financial Institutions
DFI-SB 1-22 - Department of Financial Institutions-Savings Banks
Chapter DFI-SB 21 - Conversion From Mutual To Stock Institution
Section DFI-SB 21.01 - Definitions
Current through February 26, 2024
In this chapter:
(1)
(2) An "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 specified.
(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.
(5) "Associate", when indicating a relationship between persons, means:
(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 corporation.
(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 company.
(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 otherwise.
(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 holder.
(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.
(12) "Employee" does not include a director or officer unless also employed by the applicant.
(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.
(15) "Market maker" means a dealer who, with respect to a particular security:
(16) "Member" means a holder of a deposit account in a mutual savings bank under s. 214.30, Stats.
(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 applicant.
(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.
(21) "Purchase" 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 acquisition.
(23) "Security" 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.
(24)
(25) "Subscription offering" means the offering of shares of capital stock, through nontransferable subscription rights issued to:
(26) "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 date.
(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.
This section interprets or implements s. 214.685, Stats.