Last Updated: August 26, 2019
Information on Church Mutual Insurance Company's Application to Restructure into a Mutual Holding Company Pursuant to Chapter 644 of the Wisconsin Insurance Code.
On February 25, 2019, Church Mutual Insurance Company (Church Mutual) filed a proposed plan for a mutual holding company restructuring that, if approved by the OCI and Church Mutual's policyholders, would result in the formation of Church Mutual Holding Company, Inc. and conversion of Church Mutual from a mutual insurance company to a stock insurance company to be known as Church Mutual Insurance Company, S.I.
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. Church Mutual's restructuring filing is only the fourth of its kind in Wisconsin.
Church Mutual states in its filing that the restructuring is not intended to lay the groundwork for any sale of Church Mutual and that there are no such plans. Rather, the restructuring is intended to improve the holding company system's overall competitive position. For example, the restructuring would permit it to diversify its businesses, as well as the products and services it offers to policyholders, or to acquire control of other mutual insurance companies and retain their mutual structure and brand.
The restructuring plan filed by Church Mutual, along with all pertinent correspondence and statutorily required information will be placed in this section of OCI's Web site. This transaction requires a public hearing to be held before a decision is made by the OCI on the restructuring plan.
Application Materials Filed with OCI:
Cover Letter to the MHC Plan Application
1. Mutual Holding Company Plan (dated February 25, 2019)
- A. Adopting Resolution of Church Mutual Insurance Company Board of Directors
- B. Second Amended & Restated Articles of Incorporation of Church Mutual Insurance Company, S.I.
- C. Second Amended & Restated Bylaws of Church Mutual Insurance Company, S.I.
- D. Articles of Incorporation of Church Mutual Holding Company, Inc.
- E. Bylaws of Church Mutual Holding Company, Inc.
- F. Articles of Incorporation of CM Companies, Inc.
- G. Bylaws of CM Companies, Inc.
- H. Directors and Officers of Church Mutual Holding Company, Inc., Church Mutual Insurance Company, S.I., and CM Companies, Inc.
2. Names and Principal Occupations of Proposed Directors and Officers of CM MHC
3. Agreements relating to CM MHC to Which any Proposed Officer or Director is a Party
4. Amounts and Sources of Funds Available for Organization Expenses and Initial Operating Expenses of Church Mutual Holding Company, Inc.
5. Proposed Compensation of Directors and Officers of Church Mutual Holding Company, Inc.
6. Proposed Capital of Church Mutual Holding Company, Inc.
7. Five Year Business Plan of Church Mutual Holding Company, Inc. [CONFIDENTIAL]
8. Policyholder Information Booklet
9. Form of Letter from Chairman of Church Mutual Insurance Company to Policyholders
10. Form of Notice of Special Meeting of Church Mutual Insurance Company Members
11. OCI Notice of Public Hearing -
To Be Generated by OCI
12. Frequently Asked Questions (Information Booklet & Electronic Versions)
13. Form of Proxy
14. Form of Voting Procedures
15. Amendments to Amended and Restated Intercompany Services and Cost Allocation Agreement
16. Board Letter to Policyholders
Finalized Policyholder Information Mailing Provided to OCI on 6/25/19:
Notice of Hearing - Case No. 19-C43125
OCI is accepting comments regarding the restructuring of Church Mutual through July 31, 2019. Comments can be submitted via email to email@example.com or mailed to:
Office of the Commissioner of Insurance
PO Box 7873
Madison, WI 53707
Special Policyholder Meeting Report