644.25(2)(b)
(b) The board of a domestic mutual holding company may adopt a plan of conversion that specifies all of the following:
644.25(2)(b)1.
1. The number of shares proposed to be authorized for the new stock corporation, their par value and the price at which they will be offered to members, which price may not exceed 50% of the median equitable share of all members under
subd. 2.
644.25(2)(b)2.
2. That each member who has been a policyholder of a converted insurance company and has paid premiums within 5 years prior to the resolution passed by the board related to the conversion under this section shall be entitled without additional payment to so much common stock of the new stock corporation as his or her equitable share of the value of the converting mutual holding company will purchase.
644.25(2)(b)3.
3. That each member's equitable share shall be determined by the ratio that the net premium paid by such member to the converted insurance company during the 5 years immediately preceding the resolution specified in
subd. 2. bears to the total net premium received by the converted insurance company during the same period.
644.25(2)(b)4.
4. That, if a member's equitable share is sufficient only for the purchase of a fraction of a share of stock, the member shall have the option either to receive the value of the fractional share in cash or to purchase a full share by paying the balance in cash.
644.25(2)(b)5.
5. That, notwithstanding
subds. 2. to
4., each member who was a policyholder of a converted life insurance company on the date of the resolution specified in
subd. 2. or within 5 years prior to that date shall be entitled to an equitable share based on a formula that fairly reflects the policyholder's interest in the company and the policies and contracts issued by the company to the policyholder, and that takes into account premiums paid, cash surrender values, policy loans, reserves, surplus benefits payable and other relevant factors.
644.25(2)(b)6.
6. That a member's equitable share shall be provided to the member on a uniform basis approved by the commissioner in the form of common stock, cash, increased benefits or lower premiums or a combination of those forms.
644.25(2)(b)7.
7. The procedure for stock subscriptions, which shall include a written offer to each such member indicating his or her individual equitable share and the terms of subscription.
644.25(2)(b)8.
8. That no common stock under
subd. 2. may be issued to persons other than the members under
subd. 2. until all subscriptions by the members have been filled and that thereafter any new issue of stock for 5 years after the conversion shall first be offered to the persons who have become shareholders under
subd. 2. in proportion to their interests under
subd. 2.
644.25(2)(b)9.
9. That no member, other than a member who is a policyholder of a converted life insurance company, may receive a distribution of shares valued in excess of the amount to which he or she is entitled under
s. 645.72 (4) (b). Any excess over that amount shall be distributed in shares to the state treasury for the benefit of the common school fund. After 5 years the shares may be sold by the treasurer at his or her discretion and the proceeds credited to the common school fund.
644.25(2)(b)10.
10. That, except with the approval of the commissioner, during the first 5 years after the conversion under this section the directors and officers of a mutual holding company with a converted life insurance company subsidiary and persons acting in concert with them may not, in the aggregate, acquire control over more than 5% of the common stock of the converted mutual holding company or any other corporation that acquires control of more than 5% of the common stock of the converted mutual holding company.
644.25(3)
(3) After conversion. Upon the conversion of a mutual holding company under this section, this chapter no longer applies to the mutual holding company, any intermediate stock holding company or the converted insurance company.
644.25 History
History: 1997 a. 227.
644.26
644.26
Transfer of business or assets. Section 181.49 [181.1201 and 181.1202] applies to mutual holding companies.
644.26 Note
NOTE: Chapter 644 was created by
1997 Wis. Act 227 with cross-references to sections of ch. 181, 1995 stats. The citations shown in brackets are to sections in ch. 181, 1997 stats., as repealed and recreated by
1997 Wis. Act 79. The cited 1997 Statutes contain the general subject matter of the cited 1995 statutes, although there may not be a direct correspondence between the 1995 statute and the 1997 statute. Corrective legislation is pending.
644.26 History
History: 1997 a. 227.
644.27
644.27
Merger and consolidation of mutual holding companies. Section 611.73 applies to mutual holding companies.
644.27 History
History: 1997 a. 227.
644.28
644.28
Voluntary dissolution of domestic mutual holding companies. 644.28(1)(1)
Plan of dissolution. Subject to this section,
ss. 181.50 to
181.54 and
181.555 [181.1401 to 181.1404] apply to mutual holding companies, [[except that the last sentence of
s. 181.555 does not apply.]]
644.28 Note
NOTE: Chapter 644 was created by
1997 Wis. Act 227 with cross-references to sections of ch. 181, 1995 stats. The citations shown in brackets are to sections in ch. 181, 1997 stats., as repealed and recreated by
1997 Wis. Act 79. The cited 1997 statutes contain the general subject matter of the cited 1995 statutes, although there may not be a direct correspondence between the 1995 statute and the 1997 statute. The double bracketed language is noted because ch. 181 was repealed and recreated by
1997 Wis. Act 79 without substantially recreating the last sentence of s. 181.555. Corrective legislation is pending.
644.28(2)(a)(a) At least 60 days prior to the submission to members of any proposed voluntary dissolution of a mutual holding company under
s. 181.50 [181.1401], the plan shall be filed with the commissioner. The commissioner may require the submission of additional information relevant to the effect of the proposed dissolution on the solvency of the converted insurance company. The commissioner shall approve the dissolution unless, after a hearing, the commissioner finds that dissolution of the mutual holding company would cause the converted insurance company to become insolvent, would be unfair or inequitable to the members of the mutual holding company or would not be in the best interests of the policyholders of the converted insurance company or the public.
644.28(2)(b)
(b) The acquisition of the converted insurance company and any other insurance company owned directly or indirectly by a dissolving mutual holding company shall be subject to
ss. 611.71 and
611.72 and
ch. 617.
644.28(3)
(3) Revocation of voluntary dissolution. If the mutual holding company revokes the voluntary dissolution proceedings under
s. 181.53 [ 181.1404], a copy of the resolution revoking the voluntary dissolution proceedings adopted under
s. 181.53 [181.1404] shall be filed with the commissioner.
644.28(4)
(4) Filing and recording articles of dissolution and effect thereof. Upon approval by the commissioner under
sub. (2) and by the members under
s. 181.50 [181.1401], the mutual holding company shall file articles of dissolution with the commissioner. When the articles are filed, the existence of the mutual holding company shall cease, except for the purpose of suits, other proceedings and appropriate corporate action of members, directors and officers as provided in this chapter and in
ss. 181.50 to
181.54 and
181.555 [181.1401 to 181.1404]. Upon the filing of the articles, the commissioner may issue a certificate of dissolution.
644.28(5)
(5) Distribution of assets. No distribution may be made to members of a mutual holding company in excess of the amounts to which they would be entitled under
s. 645.72 (4) (b) had the converted insurance company not reorganized and formed a mutual holding company. Any excess over such amounts shall be paid into the state treasury to the credit of the common school fund.
644.28 Note
NOTE: Chapter 644 was created by
1997 Wis. Act 227 with cross-references to sections of ch. 181, 1995 stats. The citations shown in brackets are to sections in ch. 181, 1997 stats., as repealed and recreated by
1997 Wis. Act 79. The cited 1997 Statutes contain the general subject matter of the cited 1995 statutes, although there may not be a direct correspondence between the 1995 statute and the 1997 statute. Corrective legislation is pending.
644.28 History
History: 1997 a. 227.
644.29
644.29
Involuntary dissolution of domestic mutual holding companies. A mutual holding company may at any time during a voluntary dissolution under
ss. 181.51 to
181.555 [181.1403 to 181.1405] apply to the commissioner to have dissolution continued under the commissioner's supervision, in which case, subject to this section,
s. 181.56 (1) [181.1430 (1) (a)] [[and (2)]] applies to the mutual holding company except that for purposes of this section "attorney general" means the commissioner. Any distribution to members shall be limited in the same manner as under
s. 644.28 (5) and any excess over such amounts shall be paid into the state treasury to the credit of the common school fund.
644.29 Note
NOTE: Chapter 644 was created by
1997 Wis. Act 227 with cross-references to sections of ch. 181, 1995 stats. The citations shown in brackets are to sections in ch. 181, 1997 stats., as repealed and recreated by
1997 Wis. Act 79. The cited 1997 statutes contain the general subject matter of the cited 1997 statutes, although there may not be a direct correspondence between the 1995 statute and the 1997 statute. The double bracketed language is noted because ch. 181 was repealed and recreated by
1997 Wis. Act 79 without substantially recreating s. 181.56 (2). Corrective legislation is pending.
644.29 History
History: 1997 a. 227.
