Jewelers Mutual Insurance Company Restructuring

​Last Updated: February 27, 2020

Information on the Restructuring of Jewelers Mutual Insurance Company to a Mutual Holding Company and a Stock Insurance Company 

On January 25, 2019, Jewelers Mutual Insurance Company (“JMIC"), a Wisconsin mutual insurance company, filed a proposed plan for a mutual holding company restructuring pursuant to Chapter 644 of the Wisconsin Insurance code. On April 15, 2019, the filing was amended in several material ways.

The restructuring would result in:

1. The creation of Jewelers Mutual Holding Company,
2. The creation of JM New Holdings, Inc.,
3. The conversion of JMIC to a Wisconsin stock insurance company, and
4. The 100% transfer of JMIC's membership interests in JM Facets, LLC and JM Insurance Services LLC to JM New Holdings, Inc.

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.

The restructuring plan filed by JMIC, along with key correspondence and statutorily required information will be placed in this section of OCI's Website.  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 on January 25, 2019:

• Cover letter to Mutual Holding Company Plan dated January 25, 2019
• Exhibit 1:  Mutual Holding Company Plan
• Exhibit 2:  Approval of MHC Plan
• Exhibit 3:  Amended and Restated Articles JMSI
• Exhibit 4:  Amended and Restated Bylaws JMSI
• Exhibit 5:  Articles of Incorporation JMSI
• Exhibit 6:  Bylaws of JMSI
• Exhibit 7:  Articles of Incorporation JM New Holdings Inc.
• Exhibit 8:  Bylaws of JM New Holdings Inc.
• Exhibit 9:  Officers and Directors of JM MHC, Converted JMIC and JM New Holdings Inc.
• Exhibit 10:  Proposed Officers and Directors JMHC
• Exhibit 11:  Agreements with Officers and Directors
• Exhibit 12: Nature and Amount of Funds for JMHC Operating Expenses
• Exhibit 13: Director and Officer Compensation
• Exhibit 14: Proposed Capital
• Exhibit 15 Five Year Business Plan [CONFIDENTIAL]
• Exhibit 16: JMIC Policy Holder Booklet
• Exhibit 17: JMIC Board of Directors Letter to Policy Holders
• Exhibit 18: Form of Notice of Special Meeting
• Exhibit 19: Form of Notice for Public Hearing
• Exhibit 20: FAQs
• Exhibit 21: Proxy Form 
• Exhibit 22: Voting Procedures 
• Exhibit 23: Amended and Restated Management Agreement 
• Table Of Contents

On April 15, 2019, JMIC amended its January 25, 2019, MHC filing in several material ways. As provided on April 15, the changes are as follows:

1. Language added to allow for electronic voting as permitted by Wis. Stat. § 611.425
2. Voting Procedures. Change to Section VI.D.2 on page 8.
3. Proxy Card. The only addition is a new paragraph on the first page informing of policyholder's option to vote electronically.
4. Policy Holder Information Booklet. The only changes to this document occur in the Notice of Special Meeting to Members, pages i and ii, and Frequently Asked Questions, page v.

Additional Materials Filed with OCI on April 15, 2019:

• Cover letter to updated materials dated April 15, 2019
• Exhibit 24: Comparison - Proxy Form (00100613xAF627) 
• Exhibit 25: Jewelers Mutual - Policyholder Information Booklet Updated
• Exhibit 26: JM Voting Procedures Updated
• Exhibit 27: Proxy Form (00099324-3xAF627) Updated
• Exhibit 28: Redline - Jewelers Mutual - Policyholder Information Booklet-4.12.19
• Exhibit 29: Redline - JM Voting Procedures-4.12.19
• Five-Year Business Plan, updated with reference to pro forma projections [CONFIDENTIAL]
• Jewelers Mutual Insurance Company, S.I. Pro Forma Consolidated Property and Casualty Statutory Balance Sheet and Statement of Income [CONFIDENTIAL]
• Updated Exhibit H to Mutual Holding Company Plan filed January 25, 2019 – Directors and Officers of Jewelers Mutual Holding Company, Jewelers Mutual Insurance Company, S.I., and JM New Holdings, Inc.

Notice of Hearing:

• Notice of Hearing for Case No. 19-C43126 dated June 19, 2019

Correspondence:

• Email exchange between Michael Mancusi-Ungaro, OCI, and Noreen J. Parrett, Parrett & O'Connell, LLP from June 21, 2019 to July 8, 2019, “Re: Jewelers MHC"

Hearing Documents:

• List of Exhibits
• Proposed Decision
• Final Decision
• Stipulation and Order Case No. 19-C43126 (Available through an open record request)