Section DFI-SL 16.04 - Conversion to stock association(1) A mutual association may:(a) Convert to a stock association as part of a transaction in which a holding company is organized to acquire, upon issuance, all the capital stock of the converted association. In such a transaction, savers of the converting association shall receive, without payment, nontransferable rights to purchase all of the capital stock of the newly formed holding company. All of the shares of capital stock of the holding company not purchased in the subscription offering shall be offered and sold in a public offering or a direct community offering. Prior to offering stock to savers or the public the association shall obtain a valuation of the association by an independent expert using commonly accepted valuation methods. The valuation shall be included in the plan submitted under s. 215.58, Stats. The total price at which the capital stock shall be sold shall be established by the independent valuation.(b) Convert to a stock association as part of a transaction in which an existing holding company acquires, upon issuance, all the capital stock of the converted association. In such a transaction, the savers of the converting association shall receive, without payment, nontransferable rights from the holding company to purchase its equity securities. Equity securities of the holding company issued in the transaction which are not purchased in the subscription offering shall be offered and sold in a public offering or a direct community offering. Prior to offering stock to savers or the public the association shall obtain a valuation of the association by an independent expert using commonly accepted valuation methods. The valuation shall be included in the plan submitted under s. 215.58, Stats. The total price at which the securities of the holding company shall be sold shall be established by the independent valuation.(c) Convert to a stock association through absorption by an existing insured stock association which is a wholly owned subsidiary of a holding company. In such a transaction the savers of the converting association shall receive, without payment, nontransferable rights from the holding company to purchase its equity securities. Equity securities of the holding company issued in the conversion transaction which are not purchased in the subscription offering shall be offered and sold in a public offering or a direct community offering. Prior to offering stock to savers or the public the association shall obtain a valuation of the association by an independent expert using commonly accepted valuation methods. The valuation shall be included in the plan submitted under s. 215.58, Stats. The total price at which the equity securities of the holding company shall be sold shall be established by the independent valuation.(d) Convert to a stock association through absorption by an existing insured stock association as part of a transaction in which the capital stock of the existing association are issued. In such a transaction in which the existing insured stock association is the survivor, the savers of the converting association shall receive, without payment, nontransferable rights from the existing stock association to purchase its capital stock in lieu of capital stock of the converting association. Capital stock of the existing stock association issued in the conversion transaction which is not purchased in the subscription offering shall be offered and sold in a public offering or a direct community offering. Prior to offering stock, the association shall obtain a valuation of the association by an independent expert using commonly accepted valuation methods. The valuation shall be included in the plan submitted under s. 215.58, Stats. The aggregate price at which the capital stock of the existing or the converting association shall be sold shall be established by independent valuation.(2) Except as otherwise explicitly provided by this section, ch. 215, Stats. applies to a conversion or absorption under this section.Wis. Admin. Code Department of Financial Institutions DFI-SL 16.04
CR Register, June, 1989, No. 402, eff. 7-1-89.This section interprets or implements ss. 215.02(18), 215.135 and 215.58 Stats.