Last Updated: August 1, 2001
Information on the Merger of Lutheran Brotherhood with Aid Association for Lutherans
On June 27, 2001, Aid Association for Lutherans (AAL) entered into an Agreement and Plan of Merger with Lutheran Brotherhood (LB). AAL is a Wisconsin-domiciled fraternal benefit society headquartered in Appleton. LB is a Minnesota-domiciled fraternal benefit society headquartered in Minneapolis.
Under Wisconsin law, the supreme governing body of a fraternal proposing to merge must: (1) submit the text of the proposed merger agreement to its members at least 60 days before the proposed merger; (2) approve the proposed merger by a two-thirds vote; and (3) file the merger agreement and such other information required by law with the commissioner for review.
AAL's management expects that the mailing of notice to members will be completed on or about July 26, 2001. As AAL's "supreme governing body," its board of directors intends to meet prior to September 29, 2001, to consider final approval of the merger. If and when AAL's board of directors gives its final approval, the merger agreement, together with other information required by law, would then be filed for the commissioner's review. Documents filed in advance of the required time are provided for the information of interested members of the public.
The commissioner must issue a certificate approving the merger if she finds that the merger agreement and conduct of the merger transaction comply with the law and that the proposed merger agreement is just and equitable to the members of each fraternal. Because LB is a nondomestic fraternal society, the commissioner must also obtain evidence that the merger agreement has been approved in the manner required by the laws of Minnesota before she may issue a certificate of merger.
Pertinent correspondence and statutorily required information related to the proposed merger of AAL and LB will be placed in this section of OCI's Web site, as it becomes available.
Joint Member Information Sheet
Letter to OCI of July 20, 2001