Proposed Acquisition of Control of General Casualty by AXA

​​​​​​​​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, South​ern 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 http://www.sec.gov.

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 http://www.naic.org/cis/.

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

• Letter to George Stansfield, Senior Vice President and Group General Counsel, AXA from Tim Vande Hey, OCI, dated September 21, 2006

Response dated October 5, 2006

• ​Letter to Commissioner Jorge Gomez from George Stansfield, Senior Vice President and AXA Group General Counsel, dated October 5, 2006
  • Exhibit 5 - Redacted Schedules to the Share Purchase Agreement
  • Exhibit 8 - AllianceBernstein Form 10-K (December 31, 2005) description regarding market timing matter initiatives
  • Exhibit 11 - English translations of 2005 year-end financial statements for the three Mutuelles
  • Exhibit 12 - Press Release dated June 14, 2006
  • Exhibit 17A - AXA Form 20-F excerpt regarding Material Litigation
  • Exhibit 17B - Credit Suisse Form 20-F excerpt regarding Material Litigation
  • Exhibit 19A - Press Release dated September 7, 2006
  • Exhibit 19B - Press Release dated October 2, 2006
  • Exhibit 20 - AXA Post-Acquisition Organizational Chart
  • Exhibit 21 - AXA Form 20-F (December 31, 2005) excerpt regarding liquidity and capital resources
  • Exhibit 23A - Foreign approvals/orders
  • Exhibit 23B - Summary of required regulatory filings in foreign jurisdictions as of October 2, 2006

Hearing Notice dated November 16, 2006

• Hearing Notice scheduled for December 6, 2006

OCI Recommendation

• Recommendation Memorandum by Tim Vande Hey, OCI, dated December 5, 2006

Pre-Filed Written Testimony

• Pre-filed Testimony from George Stansfield, Senior Vice President and AXA Group General Counsel, dated December 6, 2006

List of Exhibits

• List of Exhibits

Final Decision

• Final Decision dated December 6, 2006​