CHAPTER 2. PLAN OF CONVERSION
IC 27-15-2
Chapter 2. Plan of Conversion
IC 27-15-2-1
Commencement of demutualization
Sec. 1. The board of directors of the converting mutual shall
commence the demutualization process by adopting a resolution that
proposes:
(1) the amendment of its articles of incorporation under
IC 27-1-8-2; and
(2) a plan of conversion.
As added by P.L.94-1999, SEC.3.
IC 27-15-2-2
Required provisions
Sec. 2. The plan of conversion, other than a simple plan of
conversion, must do the following in accordance with this article:
(1) Describe the manner in which the proposed conversion will
occur and the insurance and any other companies that will result
from or be directly affected by the conversion, including the
former mutual and any parent company.
(2) Provide that the membership interests in the converting
mutual will be extinguished as of the effective date of the
conversion.
(3) Require the distribution to the eligible members, upon the
extinguishing of their membership interests, of aggregate
consideration equal to the fair value of the converting mutual.
(4) Describe the manner in which the fair value of the
converting mutual has been or will be determined.
(5) Describe the form or forms and amount, if known, of
consideration to be distributed to the eligible members.
(6) Specify relevant classes, categories, or groups of eligible
members, and describe and explain any differences in the form
or forms and amount of consideration to be distributed to or
among the eligible members.
(7) Require and describe the method or formula for the fair and
equitable allocation of the consideration among the eligible
members.
(8) Provide for the determination and preservation of the
reasonable dividend expectations of eligible members and other
policyholders with policies that provide for the distribution of
policy dividends, through establishment of a closed block or
other method acceptable to the commissioner.
(9) Provide that each member and other policyholder of the
converting mutual will receive notification of the address and
telephone number of the converting mutual and the former
mutual, if different, along with the notice of hearing outlined in
IC 27-15-4-4.
(10) Include other provisions as the converting mutual
determines to be necessary.
As added by P.L.94-1999, SEC.3.
IC 27-15-2-3
Adoption of simple plan of conversion
Sec. 3 (a) The board of directors of the converting mutual may
adopt a simple plan of conversion under this section. The simple plan
of conversion must include the following:
(1) The distribution to the eligible members, upon the
extinguishing of their membership interests, of all of the initial
issue of the voting common stock of the former mutual or any
parent company. The initial issue of the voting common stock
may include only one (1) class of stock, and may not include
more than one (1) series of stock.
(2) Describe the manner in which the proposed conversion will
occur and the insurance and any other companies that will result
from or be directly affected by the conversion, including the
former mutual and any parent company.
(3) Provide that the membership interests in the converting
mutual will be extinguished as of the effective date of the
conversion.
(4) Provide for the registration of that distribution of stock
under section 5 of the federal Securities Act of 1933, as
amended.
(5) Specify each separate class, category, or group of eligible
members, and describe and explain any differences in the
amount of stock to be distributed to or among the eligible
members of each separate class, category, or group of eligible
members.
(6) Require and describe the method or formula for the fair and
equitable allocation of the stock among the eligible members.
(7) Provide for the determination and preservation of the
reasonable dividend expectations of eligible members and other
policyholders with policies that provide for the distribution of
policy dividends, through the establishment of a closed block or
other method acceptable to the commissioner.
(b) The plan may include other provisions:
(1) that the converting mutual determines to be necessary; and
(2) consistent with this title.
As added by P.L.94-1999, SEC.3.