Information on the Restructuring of Milwaukee Mutual Insurance Company


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Information on Insurance Company Mergers, Acquisitions and Conversions

Information on the Restructuring
of Milwaukee Mutual Insurance Company
To a Mutual Holding Company
and a Stock Insurance Company

On June 25, 2001, Milwaukee Mutual Insurance Company (Milwaukee Insurance) filed a proposed plan of restructuring that, if approved by OCI and Milwaukee Insurance's policyholders, would result in the formation of Mutual Insurers Holding Company and conversion of Milwaukee Insurance from a mutual insurance company to a stock insurance company.

State law allows for a mutual insurance company to convert to a stock insurance company by placing the mutual policyholders' ownership rights in a mutual holding company that then becomes the owner of the newly converted stock insurance company. This transaction needs to be filed with and approved by OCI before it can be completed. Milwaukee Mutual's restructuring filing is only the second of its kind in Wisconsin.

First Nonprofit Mutual Insurance Company (First Nonprofit), of Chicago, Illinois, pursued and completed a similar restructuring with the Illinois Department of Insurance. Milwaukee Mutual had engaged in discussions with First Nonprofit about the possibility of a merger between Mutual Insurers Holding Company and the mutual holding company formed by First Nonprofit, with the latter Illinois corporation surviving. Milwaukee Mutual filed an application to effect such a merger on October 4, 2001. Effective July 1, 2001, an affiliation was sealed with First Nonprofit in the form of a quota share reinsurance agreement whereby Milwaukee Mutual assumes 80% of First Nonprofit's premiums.

On October 21, 2002, Milwaukee Insurance withdrew the mutual holding company plan and the proposed Merger Agreement between the two mutual holding companies and filed an amended and restated mutual holding company plan that does not contemplate a future merger involving First Nonprofit's mutual holding company. Instead, Mutual Insurers Holding Company will remain a Wisconsin-domiciled mutual holding company and First Nonprofit Mutual Holding Company will remain an Illinois-domiciled mutual holding company.

On February 13, 2003, Milwaukee Insurance filed a Second Amended and Restated Mutual Holding Company Plan primarily for the following reasons:

to adjust the record date forward and thereby expand the number of policyholders eligible to vote at the special meeting; and
to update the plan and its exhibits regarding new developments since the first amended and restated mutual holding company plan had been filed and to make technical corrections.

On February 20, 2003, OCI issued a Notice of Hearings and Invitation for Public Comment, which is located later in this section of the Web site.

The restructuring plan filed by Milwaukee Insurance, along with all pertinent correspondence and statutorily required information will be placed in this section of OCI's Web site.

Application Material Filed: