Current through February 26,
2024
(1) DEFINITIONS. In
this section:
(a) "Acquire" includes every
type of acquisition, whether effected by purchase, exchange, operation of law
or otherwise.
(b) "Offer" does not
include:
1. Inquiries directed solely to the
officers of a savings bank, and not intended to be communicated to
stockholders, designed to elicit an indication of officers' receptivity to the
basic structure of a potential acquisition with respect to the amount of
securities, manner of acquisition and formula for determining price;
or
2. Nonbinding expressions of
understanding or letters of intent with the management of a savings bank
regarding the basic structure of a potential acquisition with respect to the
amount of securities, manner of acquisition and formula for determining
price.
(c) "Person"
includes an individual, a group acting in concert, a corporation, a
partnership, a savings bank, a joint stock company, a trust, an unincorporated
organization, a syndicate or any other group formed for the purpose of
acquiring, holding or disposing of securities of a savings bank.
(d) "Security" includes nontransferable
subscription rights issued under a plan of conversion and a "security" as
defined in 15 USC 78 c(a) (10).
(2) PROHIBITED TRANSFERS. Except as provided
in sub. (5), prior to the completion of a conversion, no person may transfer or
receive, or enter into any agreement to transfer or receive, the legal or
beneficial ownership of conversion subscription rights, or the underlying
securities to or from another. Violations of this subsection by:
(a) An eligible account holder or
supplemental eligible account holder shall void the person's subscription
rights transferred in violation of sub. (1) (intro.) and forfeit up to $10,000
of any consideration received for them shall be surrendered to the division for
the school fund.
(b) Any person
who acquires securities in violation of sub. (1) (intro.) shall surrender the
securities but not to exceed $10,000 of value, valued as of their date of
issuance, to the division for the school fund.
(3) PROHIBITION OF OFFERS AND CERTAIN
ACQUISITIONS. Except as provided in sub. (5), prior to the completion of a
conversion, no person may do any of the following in excess of the maximum
purchase limitations established in the plan of conversion: offer or announce
an offer for any security of the savings bank issued in connection with the
conversion or knowingly acquire securities of the savings bank issued in
connection with the conversion.
(4)
PROHIBITION ON OFFERS AND ACQUISITIONS OF STOCK FOR 5 YEARS FOLLOWING
CONVERSION. Except as provided in sub. (5):
(a) For 5 years following the date of the
completion of the conversion, no person may, directly or indirectly, offer to
acquire or acquire the beneficial ownership of more than 10% of any class of an
equity security of a savings bank converted under this chapter without
requesting in writing and, receiving the prior written approval of the division
if the requester has made a sufficient written justification to the division
demonstrating the need for the division's approval. When any person, directly
or indirectly, acquires beneficial ownership of more than 10% of any class of
any equity security of a savings bank converted under this chapter without the
prior written approval of the division, the securities beneficially owned by
the person in excess of 10% shall not be counted as shares entitled to vote and
shall not be voted by any person or counted as voting shares in any matter
submitted to the stockholders for a vote.
(b) A conversion shall be deemed complete on
the date all of the conversion stock was sold.
(c) An acquisition of shares shall be
presumed to have been made if the acquirer entered into a binding written
agreement for the transfer of shares. An offer shall be deemed made when
communicated.
(5)
EXCEPTIONS.
(a) Subsections (2) and (3) shall
not apply to a transfer, agreement, understanding to transfer, offer, or
announcement of an offer or intent to make an offer which:
1. Pertains only to securities to be
purchased under s. DFI-SB 21.10(5) or 21.11(6) or (7); and
2. Has the prior written approval of the
division after the requester has made a sufficient written justification to the
division demonstrating the basis for the division's approval.
(b) Subsections (3) and (4) shall
not apply to any offer to facilitate a public resale made exclusively to the
savings bank or to people who are selling the stock on the savings bank's
behalf, such as an underwriter.
(c)
Unless made applicable by the division by prior notice in writing, sub. (4)
does not apply to any offer or announcement of an offer which, if consummated,
would result in the acquisition by a person, together with all other
acquisitions by the person of the same class of securities during the preceding
12-month period, of not more than 1% of the same class of securities.
(d) Subsection (4) does not apply to any
offer to acquire or acquisition of beneficial ownership of more than 10% of the
common stock of an institution by a corporation whose ownership is or will be
substantially the same as the ownership of the savings bank if the offer or
acquisition is made more than one year following the date of completion of the
conversion.
(e) Subsections (2) and
(4) do not apply to the acquisition of securities of the savings bank or its
holding company by any one or more employee benefit plans of the savings bank
or its holding company, provided that, the plan or plans do not have beneficial
ownership in the aggregate of more than 25% of any class of equity security of
the savings bank or its holding company.
(6) CRITERIA FOR APPROVAL. The division may
deny an application involving an offer or acquisition of any security or
proxies to vote securities of a savings bank submitted under sub. (4) (a) if he
or she finds that the proposed acquisition:
(a) Would frustrate the purposes of this
chapter;
(b) Would be manipulative
or deceptive;
(c) Would subvert the
fairness of the conversion;
(d)
Would be likely to result in injury to the savings bank;
(e) Would not be consistent with economical
home financing;
(f) Would otherwise
violate a law or rule; or
(g) Would
not contribute to the prudent deployment of the savings bank's conversion
proceeds.