Amendment ASA-AB150

AB150-ASA,1623,22 214.592 Financially related services tie-ins. In any transaction conducted by a savings bank, a savings bank holding company or a subsidiary of either with a customer who is also a customer of any other subsidiary of any of them, the customer shall be given a notice in 12-point boldface type in substantially the following form:

AB150-ASA,1623,23 NOTICE OF RELATIONSHIP

AB150-ASA,1624,3 This company, .... (insert name and address of savings bank, savings bank holding company or subsidiary), is related to .... (insert name and address of savings bank, savings bank holding company or subsidiary) of which you are also a customer. You may not be compelled to buy any product or service from either of the above companies or any other related company in order to participate in this transaction.

AB150-ASA,1624,8 If you feel that you have been compelled to buy any product or service from either of the above companies or any other related company in order to participate in this transaction, you should contact the management of either of the above companies at either of the above addresses or the office of the commissioner division of savings and loan at .... (insert address).

AB150-ASA, s. 5373 Section 5373. 214.62 (2) (e) of the statutes is amended to read:

AB150-ASA,1624,11 214.62 (2) (e) Other provisions necessary or desirable or that the commissioner division requires.

AB150-ASA, s. 5374 Section 5374. 214.62 (3) of the statutes is amended to read:

AB150-ASA,1624,19 214.62 (3) After approval by the board of directors of the merging financial institution and of the savings bank, the merger agreement shall be submitted to the commissioner division for approval, together with a certified copy of the authorizing resolution of each board of directors. Before issuing approval, the commissioner division may examine the affairs of each merging financial institution and its affiliates and subsidiaries, the expense of which is to be paid by the merging financial institution.

AB150-ASA, s. 5375 Section 5375. 214.62 (4) (intro.) of the statutes is amended to read:

AB150-ASA,1624,23 214.62 (4) (intro.) The commissioner division may approve or disapprove the proposed merger agreement. The commissioner division may not approve a merger agreement unless the commissioner division finds all of the following:

AB150-ASA, s. 5376 Section 5376. 214.62 (5) of the statutes is amended to read:

AB150-ASA,1625,3 214.62 (5) If the commissioner division fails to approve a proposed merger, the commissioner division shall state the objections in writing and give the merging financial institutions a stated period of time in which to amend the plan of merger.

AB150-ASA, s. 5377 Section 5377. 214.625 of the statutes is amended to read:

AB150-ASA,1625,10 214.625 Merger; vote of approval. If approved by the commissioner division, the plan of merger shall be submitted to the members or stockholders of each merging financial institution for approval. A meeting of the members or stockholders of a savings bank shall be called and held in accordance with ss. 214.305 and 214.31. The plan is approved if it receives the affirmative vote of the majority of the total votes entitled to be cast.

AB150-ASA, s. 5378 Section 5378. 214.63 of the statutes is amended to read:

AB150-ASA,1626,2 214.63 (title) Merger; commissioner's certificate. The executed merger agreement, together with a certified copy of the minutes of the meeting of members or stockholders of each merging financial institution approving the merger agreement, shall be filed with the commissioner division. The commissioner division shall issue to the resulting savings bank a certificate of merger, setting forth the name of each merging financial institution, the name of the resulting savings bank and the date on which the commissioner division approves the articles of incorporation and bylaws of the resulting savings bank. The merger takes effect on the date of the recording of the certificate or a later date if the certificate provides for a different date. Recording shall be completed in the same manner as required for savings bank articles of incorporation, in each county in which the home office of any of the merging financial institutions was located and in the county in which the home office of the resulting savings bank is located. The certificate shall be conclusive evidence of the merger and of the correctness of the merger proceedings except against this state.

AB150-ASA, s. 5379 Section 5379. 214.64 of the statutes is amended to read:

AB150-ASA,1626,6 214.64 (title) Merger; commissioner's expenses. The merging financial institutions shall pay the expenses of any examination made by or at the direction of the commissioner division in connection with a proposed merger.

AB150-ASA, s. 5380 Section 5380. 214.645 of the statutes is amended to read:

AB150-ASA,1626,13 214.645 Sale of assets. Subject to rules of the commissioner division, a savings bank may, in a transaction not in the usual course of business, sell all or substantially all of its assets, with or without its name and goodwill, to another financial institution, in consideration of money, capital or obligations of the purchasing institution. A savings bank may sell an office or facility and equipment subject to rules of the commissioner division.

AB150-ASA, s. 5381 Section 5381. 214.65 (2) (a) of the statutes is amended to read:

AB150-ASA,1626,19 214.65 (2) (a) The board of directors shall adopt by a two-thirds majority vote of all directors a resolution setting forth the terms of the proposed sale and shall submit the plan to the commissioner division for preliminary approval. Upon receipt of approval by the commissioner division, the plan shall be submitted to a vote of the members or stockholders at a special or annual meeting.

AB150-ASA, s. 5382 Section 5382. 214.65 (2) (b) of the statutes is amended to read:

AB150-ASA,1627,3 214.65 (2) (b) The proposed sale is approved by the members or stockholders if it receives an affirmative vote from a majority of the total number of votes that are entitled to cast. A proposal for the voluntary liquidation of the savings bank may be submitted to the members or stockholders at the same meeting or at any later meeting called for that purpose. A certified summary of proceedings setting forth the terms of the proposed sale, the form and timing of the notice given, the vote on the proposal and the total number of votes entitled to cast shall be filed with the commissioner division.

AB150-ASA, s. 5383 Section 5383. 214.65 (3) of the statutes is amended to read:

AB150-ASA,1627,10 214.65 (3) If the commissioner division finds that the deposit insurance corporation has approved the sale, the proposed sale is fair to all members, stockholders, creditors and other persons concerned and provision has been made for the disposition of the remaining assets, if any, of the savings bank, the commissioner division shall issue to the savings bank a certificate of authorization for the sale with a copy of the filed report of proceedings attached to the certificate.

AB150-ASA, s. 5384 Section 5384. 214.655 (2) (intro.) of the statutes is amended to read:

AB150-ASA,1627,17 214.655 (2) (intro.) A savings bank shall apply to the commissioner division for authority to form an interim institution. The application shall be made on forms prescribed by the commissioner division and shall be accompanied by a nonrefundable $1,000 fee. The commissioner division shall promulgate rules governing the formation of, and the standards and supervisory considerations to be applied to, interim institutions. An application shall contain all of the following:

AB150-ASA, s. 5385 Section 5385. 214.66 (1) of the statutes is amended to read:

AB150-ASA,1627,20 214.66 (1) Applying to the commissioner division for authority to organize as a savings bank.

AB150-ASA, s. 5386 Section 5386. 214.66 (5) of the statutes is amended to read:

AB150-ASA,1627,23 214.66 (5) Obtaining the commissioner's division's approval to convert to a savings bank.

AB150-ASA, s. 5387 Section 5387. 214.66 (7) of the statutes is amended to read:

AB150-ASA,1628,2 214.66 (7) After obtaining the commissioner's division's approval, giving notice to its previous regulatory authority.

AB150-ASA, s. 5388 Section 5388. 214.665 (1) of the statutes is amended to read:

AB150-ASA,1628,10 214.665 (1) With the prior approval of the commissioner division, which shall state that the proposed merger is necessary for the protection of depositors and other creditors, a savings bank that is in default or in danger of default may, by a majority vote of its board of directors and without a vote of its members or stockholders, merge with another savings bank, a state or federal savings and loan association, a state bank or a federal bank. The other entity shall be the resulting or continuing savings bank, savings and loan association or bank.

AB150-ASA, s. 5389 Section 5389. 214.665 (2) of the statutes is amended to read:

AB150-ASA,1628,13 214.665 (2) The commissioner division shall by rule establish standards for determining if a savings bank is in default or in danger of default.

AB150-ASA, s. 5390 Section 5390. 214.67 (1) of the statutes is amended to read:

AB150-ASA,1628,22 214.67 (1) With the prior approval of the commissioner division, which shall state that the proposed sale is necessary for the protection of depositors and other creditors, a savings bank may, by a majority vote of its board of directors and without a vote of its members or stockholders, sell all or any part of its assets to another savings bank, a state or federal savings and loan association, a state bank or a national bank if the savings bank, savings and loan association or bank assumes in writing all of the liabilities of the selling savings bank or to a deposit insurance corporation.

AB150-ASA, s. 5391 Section 5391. 214.67 (2) of the statutes is amended to read:

AB150-ASA,1629,3 214.67 (2) A savings bank may sell to a savings bank, state or federal savings and loan association, state bank or federal bank an insubstantial portion of its total deposits as described in 12 USC 1815 5 (d) (2) (D). Approval of the sale shall be by a majority vote of the board of directors and, with approval of the commissioner division, may be without a vote of its members or stockholders.

AB150-ASA, s. 5392 Section 5392. 214.675 (1) of the statutes is amended to read:

AB150-ASA,1629,8 214.675 (1) A person, whether acting directly or indirectly, alone or with one or more persons, shall give the commissioner division 60 days' written notice of intent to acquire control of 10% or more of a savings bank, affiliate, savings bank subsidiary, savings bank holding company or service corporation.

AB150-ASA, s. 5393 Section 5393. 214.675 (2) of the statutes is amended to read:

AB150-ASA,1629,18 214.675 (2) A person, whether acting directly or indirectly, alone or with one or more persons, shall apply to the commissioner division 60 days before any proposed change in control. A change in control occurs if any change of ownership of stock, or of rights related to stock, would result in a person, whether acting directly or indirectly, alone or with one or more persons, owning, directly or indirectly, 25% or more of the voting shares or rights in a savings bank, affiliate, savings bank subsidiary, savings bank holding company or service corporation or such lesser amount that would entitle the person to elect one member to the board of directors of the entity.

AB150-ASA, s. 5394 Section 5394. 214.675 (3) of the statutes is amended to read:

AB150-ASA,1629,21 214.675 (3) The commissioner division may examine the books and records of a person filing notice of intent under sub. (1) or an application under sub. (2).

AB150-ASA, s. 5395 Section 5395. 214.675 (4) of the statutes is amended to read:

AB150-ASA,1630,3 214.675 (4) The commissioner's division's decision on a filing under sub. (1) or (2) shall be issued within 30 days after the date of receipt of a complete initial application or the date of receipt of additional information requested by the commissioner division that is necessary for making the decision. The commissioner division shall make a request for additional information within 30 days of the date of the commissioner's division's receipt of an initial filing.

AB150-ASA, s. 5396 Section 5396. 214.675 (5) of the statutes is amended to read:

AB150-ASA,1630,6 214.675 (5) The commissioner division shall promulgate rules to implement this section.

AB150-ASA, s. 5397 Section 5397. 214.68 (1) (b) of the statutes is amended to read:

AB150-ASA,1630,12 214.68 (1) (b) At the meeting the members or stockholders may, by affirmative vote of not less than two-thirds of the eligible votes, resolve to convert the savings bank into a federal savings bank, or if a federal institution, into a savings bank. A verified copy of the minutes of the meeting shall be filed with the commissioner division within 10 days after the date of the meeting.

AB150-ASA, s. 5398 Section 5398. 214.68 (1) (d) of the statutes is amended to read:

AB150-ASA,1630,18 214.68 (1) (d) Within 6 months after the date of the meeting to convert, the savings bank shall take all steps necessary to complete the conversion. Within 10 days after receipt of federal authorization, the savings bank shall file with the commissioner division a copy of its federal authorization. Upon filing, the savings bank shall cease to be a savings bank and shall be a federal savings bank.

AB150-ASA, s. 5399 Section 5399. 214.68 (1) (e) of the statutes is amended to read:

AB150-ASA,1630,24 214.68 (1) (e) Within 6 months after the date of the federal institution's meeting to convert, the commissioner division shall examine the federal institution and shall determine the action necessary to qualify the federal institution to convert to a savings bank. Upon complying with the necessary requirements, the commissioner division shall approve the conversion.

AB150-ASA, s. 5400 Section 5400. 214.68 (3) of the statutes is amended to read:

AB150-ASA,1631,2 214.68 (3) Before any conversion under this section is effective, the commissioner division shall issue a certificate of conversion.

AB150-ASA, s. 5401 Section 5401. 214.685 (1) of the statutes is amended to read:

AB150-ASA,1631,7 214.685 (1) A mutual savings bank may convert to a stock savings bank under this section. The board of directors of the mutual savings bank shall adopt a plan of conversion that complies with this section and the rules of the commissioner division. The plan of conversion is subject to the approval of the commissioner division.

AB150-ASA, s. 5402 Section 5402. 214.685 (2) of the statutes is amended to read:

AB150-ASA,1631,16 214.685 (2) Conversion of a mutual savings bank shall be effective only if it is accomplished according to a plan of conversion approved by the commissioner division under sub. (1) and if the plan is approved by an affirmative vote of the majority of all votes entitled to be cast by members. Notice of a meeting to vote on the plan of conversion shall be sent to each member at least 10 days before the meeting. The notice shall state the date, time, place and purpose of the meeting, provide a summary of the plan of conversion and include any other information the commissioner division requires.

AB150-ASA, s. 5403 Section 5403. 214.685 (3) (intro.) of the statutes is amended to read:

AB150-ASA,1631,20 214.685 (3) (intro.) Within 10 days after the date of a meeting at which a plan of conversion is adopted, the board of directors shall submit to the commissioner division all of the following:

AB150-ASA, s. 5404 Section 5404. 214.685 (3) (b) of the statutes is amended to read:

AB150-ASA,1631,23 214.685 (3) (b) Any additional information pertaining to the plan of conversion that the commissioner division may require.

AB150-ASA, s. 5405 Section 5405. 214.685 (4) (intro.) of the statutes is amended to read:

AB150-ASA,1632,3 214.685 (4) (intro.) The commissioner division may approve a plan of conversion if the commissioner division finds that the plan meets all of the following conditions:

AB150-ASA, s. 5406 Section 5406. 214.685 (4) (c) of the statutes is amended to read:

AB150-ASA,1632,6 214.685 (4) (c) Complies with any standard which the commissioner division may promulgate by rule.

AB150-ASA, s. 5407 Section 5407. 214.685 (5) of the statutes is amended to read:

AB150-ASA,1632,14 214.685 (5) The commissioner division may issue to a mutual savings bank a certificate of conversion to a stock savings bank, if the commissioner division determines the plan of conversion has been implemented as approved and the savings bank has complied with this section and any conditions to the approval. The date specified in the certificate is the effective date of the conversion. The certificate shall be recorded with the register of deeds in the county in which the home office of the savings bank is located.

AB150-ASA, s. 5408 Section 5408. 214.685 (8) (intro.) of the statutes is amended to read:

AB150-ASA,1632,17 214.685 (8) (intro.) The commissioner division shall issue rules governing the conversion of mutual savings banks, including:

AB150-ASA, s. 5409 Section 5409. 214.685 (8) (j) of the statutes is amended to read:

AB150-ASA,1632,20 214.685 (8) (j) Any other requirements for converting a mutual savings bank to a stock savings bank that the commissioner division considers to be necessary.

AB150-ASA, s. 5410 Section 5410. 214.715 (title) of the statutes is amended to read:

AB150-ASA,1632,22 214.715 (title) Powers of commissioner the division.

AB150-ASA, s. 5411 Section 5411. 214.715 (1) (intro.) of the statutes is amended to read:

AB150-ASA,1632,24 214.715 (1) (intro.) The commissioner division shall do all of the following:

AB150-ASA, s. 5412 Section 5412. 214.715 (1) (e) of the statutes is amended to read:

AB150-ASA,1633,2 214.715 (1) (e) Submit an annual report to the governor and the legislature regarding the work of the commissioner's office division under this chapter.

AB150-ASA, s. 5413 Section 5413. 214.715 (1) (f) of the statutes is amended to read:

AB150-ASA,1633,8 214.715 (1) (f) Commence an action in the commissioner's name to enforce any law of this state that applies to savings banks, service corporations, savings bank subsidiaries, affiliates or savings bank holding companies, including the enforcement of any obligation of the officers, directors, agents or employes of these entities.

AB150-ASA, s. 5414 Section 5414. 214.715 (1) (h) of the statutes is amended to read:

AB150-ASA,1633,18 214.715 (1) (h) Establish a reasonable fee structure, subject to approval of the review board, for savings banks and savings bank holding companies and for their service corporations and subsidiaries. The fees may include annual fees, application fees, regular and special examination fees and other fees that relate to the commissioner's division's responsibilities under this chapter and that are directly attributable to the entities operating under this chapter. The commissioner division may assess, bill and collect fees established under this paragraph. The amounts collected by the commissioner division shall be used for the expenses of the office of the commissioner division.

AB150-ASA, s. 5415 Section 5415. 214.715 (2) of the statutes is amended to read: