Last Updated: December 11, 2006
Information on the Proposed Acquisition of Control of General Casualty Company of Wisconsin, Blue Ridge Indemnity Company, Blue Ridge Insurance Company, MassWest Insurance Company, Regent Insurance Company, Southern Guaranty Insurance Company, Southern Pilot Insurance Company, Southern Fire & Casualty Company, (Subsidiaries of Winterthur U.S. Holdings, Inc.) by AXA, AXA Assurance Vie Mutuelle, AXA Courtage Assurance Mutuelle, AXA Assurance IARD Mutuelle
On July 25, 2006, AXA, a French stock corporation, and certain related entities (together with AXA, the Applicants), filed a plan to acquire control of the above-referenced domestic insurers by purchasing a 100% of the capital stock of Winterthur Schweizerische Versicherungs-Gesellschaft (Winterthur), a Swiss corporation. Winterthur is a wholly owned direct subsidiary of Credit Suisse Group (the Seller), also a Swiss corporation, which is the ultimate parent of the domestic insurers. Winterthur owns 100% of the domestic insurers through its wholly owned direct subsidiary Winterthur U.S. Holdings, Inc., a Delaware corporation (WUSH), which acts as the holding company for Winterthur's U.S. operations.
The total consideration for the Acquisition consists of a cash purchase price of CHF 12.3 Billion (U.S. $9.95 billion) and the repayment by the Applicants of approximately CHF 1.6 billion (U.S. $1.29 billion) of certain outstanding inter-company debt of Winterthur.
The plan of acquisition filed by AXA, along with all pertinent correspondence and statutorily required information, will be placed in this section of OCI's Web site.
As required by law, OCI will hold a public hearing concerning this application for acquisition of control. The time of the hearing has not yet been scheduled. Review of the application is continuing.
Notations on Accessing Information
Forms and other documents filed by AXA with the U.S. Securities and Exchange Commission (hereinafter also, SEC) may be accessed on that federal agency's Web site at
Financial information concerning individual insurance companies, including key annual statement pages, may be accessed on the Consumers Information Source section of the National Association of Insurance Commissioners' Web site at
Application Material Filed on July 25, 2006
Transmittal letter dated July 25, 2006
Form A - Statement Regarding the Acquisition of Control of or Merger with a Domestic Insurer, dated July 19, 2006
Exhibit 1 - Share Purchase agreement, dated June 13, 2006, by and between Credit Suisse Group, as the Seller, and AXA, as the Purchaser
Exhibit 2 - Applicants' Organizational Chart
Exhibit 3 - Organizational Chart U.S. Insurers
Exhibit 4 - Applicants' Directors and Executive Officers
- Exhibit 5 - Annual Reports of AXA on Form 20-F for the years ended December 31, 2001, through December 31, 2005, together with the "Document de Reference" for each such year.
Exhibit 5a - 2001 (file size 64,619)
Exhibit 5b - 2002 (file size 52,982)
Exhibit 5c - 2003 (file size 51,503)
Exhibit 5d - 2004 (file size 85,089)
Exhibit 5e - 2005 (file size 124,890)
Exhibit 6 - Annual Reports of AXA Courtage Assurance Mutuelle for the years ended December 31, 2001 through December 31, 2005
Exhibit 7 - Annual Reports of AXA Assurances Vie Mutuelle for the years ended December 31, 2001 through December 31, 2005
Exhibit 8 - Annual Reports of AXA Assurances IARD Mutuelle for the years ended December 31, 2001 through December 31, 2005
Letter from OCI dated September 21, 2006
Response dated October 5, 2006
Hearing Notice dated November 16, 2006
Pre-Filed Written Testimony
List of Exhibits