OCI > Merger of National Mutual Benefit with and into Western Fraternal Life Association

Merger of National Mutual Benefit with and into Western Fraternal Life Association

Last Updated: December 4, 2020

Information on the Proposed Merger of National Mutual Benefit with and into Western Fraternal Life Association Pursuant to Chapter 614.73 of the Wisconsin Statutes

On June 19, 2020, Western Fraternal Life Association filed a Form A concerning an Agreement of Merger whereby National Mutual Benefit would merge with and into Western Fraternal Life Association and Western Fraternal Life Association would simultaneously redomicile from Iowa to Wisconsin effective January 1, 2021.

The office shall issue a certificate approving the merger or consolidation, upon a finding that:

(a) The contract conforms to the provisions of Chapter 614 of the Wisconsin Statutes;

(b) The parties to the proposed contract have complied with the provisions of s. 614.73 (3); and

(c) The proposed contract is just and equitable to the members of each fraternal.

List of Filed Exhibits

Letter to Amy J. Malm, Administrator, Division of Financial Regulation, from Craig Van Dyke, President and Chief Executive Officer dated
June 19, 2020
Form A - Statement Regarding the Merger of National Mutual Benefit with and into Western Fraternal Life Association dated June 17, 2020
Exhibit A - Certified Copy of Agreement and Plan of Merger
Exhibit B - Certified Copy of Representations, Warranties and Covenants
Exhibit C - Certified Copy of Fraternal Transition Plan
Exhibit D - Certified Copy of Current Articles of Incorporation and Bylaws of National Mutual Benefit
Exhibit E - Certified Copy of Current Articles of Incorporation and Bylaws of Western Fraternal Life Association
Exhibit F - Current Directors and Officers of Western Fraternal Life Association and National Mutual Benefit Biographical Affidavits [CONFIDENTIAL]
Exhibit G - Articles of Incorporation and Bylaws of the Consolidated Society
Exhibit H - Consolidated Society Three-Year Financial Projections [CONFIDENTIAL]
Exhibit I - Business Plan for Consolidated Society [CONFIDENTIAL]
Exhibit J - Audited Annual Statements for Western Fraternal Life Association for years 2015 through 2019
Exhibit K - Quarterly financial statements for Western Fraternal Life Association as of March 31, 2020
Exhibit L - Audited Annual Statements for National Mutual Benefit for years 2015 through 2019
Exhibit M - Quarterly financial statements for National Mutual Benefit as of March 31, 2020
Exhibit N - Officer Certification of National Mutual Benefit regarding approval of the Merger by its Board of Directors and Supreme Governing Body
Exhibit O - Officer Certification of Western Fraternal Life Association regarding approval of the Merger by its Board of Directors and Supreme Governing Body

Correspondence

Letter to Commissioner Mark V. Afable from Delores E. Seymour, Western Fraternal Life Association District 7, Lodge Jan Zizka #67, dated March 27, 2020
Letter to Michael Mancusi-Ungaro, Insurance Financial Examiner – Advanced (Licensing), OCI, from Craig Van Dyke, President and Chief Executive Officer of Western Fraternal Life Association, dated April 14, 2020
Letter to Commissioner Mark V. Afable from Delores E. Seymour, Western Fraternal Life Association District 7, Lodge Jan Zizka #67, dated June 5, 2020
Letter to Amy J. Malm, Administrator of the OCI's Division of Financial Regulation, from Craig Van Dyke, President and Chief Executive Officer of Western Fraternal Life Association, dated June 17, 2020
Email to Steve Junior, Insurance Program Manager, OCI's Division of Financial Regulation, from Jacob R. Sestak, Western Fraternal Life Association Pre-Convention Committee Member, dated June 22, 2020, with the following attachments

Letter to Delores E. Seymour, Western Fraternal Life Association District 7, Lodge Jan Zizka #67, from Amy J. Malm, Administrator of OCI's Division of Financial Regulation, dated July 24, 2020
Letter to Craig Van Dyke, President and Chief Executive Officer of Western Fraternal Life Association. and Daniel Shinnick, President and Chief Executive Officer of National Mutual Benefit, from Steven J. Junior, OCI, dated August 20, 2020
Email to OCI Company Licensing mailbox from Lilian Sulzman dated August 23, 2020
Complaint regarding the proposed merger by Philip J. Torticill, dated August 25, 2020
Email to Craig Van Dyke, President and Chief Executive Officer of Western Fraternal Life Association. and Daniel Shinnick, President and Chief Executive Officer of National Mutual Benefit, from Steven J. Junior, OCI, dated August 31, 2020, concerning request for confidential biographical affidavits for certain officers of National Mutual Benefit and for clarification on a confidential aspect of a possible insurance product under the post-merger business plan [CONFIDENTIAL]
Email to Steven J. Junior, OCI, from Daniel Shinnick, President and Chief Executive Officer of National Mutual Benefit, and Craig Van Dyke, President and Chief Executive Officer of Western Fraternal Life Association, dated September 2, 2020
Response to questions in the letter to Craig Van Dyke, President and Chief Executive Officer of Western Fraternal Life Association. and Daniel Shinnick, President and Chief Executive Officer of National Mutual Benefit, from Steven J. Junior, OCI, dated August 20, 2020

Appendix A – Western Fraternal Life Association Finance and Investment Committee Charter
Appendix B – Western Fraternal Life Association Finance and Investment Committee Goals
Appendix C – 2018 National Mutual Benefit Strategic Plan [CONFIDENTIAL]
Appendix D – Western Fraternal Life Association and National Mutual Benefit Due Diligence Checklist
Appendix E – Ordered Board Questions – June 2019
Appendix F – Western Fraternal Life Association Management Response to Board Questions on Proposed Merger – September 2019 [CONFIDENTIAL PENDING REVIEW]
Appendix G – Lewis and Ellis Due Diligence Actuarial Review for Western Fraternal Life Association [CONFIDENTIAL]
Appendix H – Lewis and Ellis Due Diligence Actuarial Review for National Mutual Benefit [CONFIDENTIAL]
Appendix I – Joint Board Meeting Presentation – January 2020 [CONFIDENTIAL]
Appendix J – Western Fraternal Life Association Board Authorization to Proceed with Merger with National Mutual Benefit
Appendix K – Western Fraternal Life Association Delegate Meeting Presentation
Appendix L – Western Fraternal Life Association 2020 Merger Election Results Letter from YesElections
Appendix M – Western Fraternal Life Association Electronic and Paper Ballot
Appendix N – Western Fraternal Life Association Election Email Reminder
Appendix O – Western Fraternal Life Association 2020 Ballot Certification after Close of the Election

Email to Steven J. Junior, OCI, from Craig Van Dyke, President and Chief Executive Officer of Western Fraternal Life Association. and Daniel Shinnick, President and Chief Executive Officer of National Mutual Benefit, in response to the August 31, 2020, request for additional confidential information, dated September 2, 2020 [CONFIDENTIAL]
Email to OCI Company Licensing mailbox from Elaine Benda, President of Western Fraternal Life Association Lodge Jan Zizka #67, dated September 3, 2020 [REDACTED]

Attachment to Elaine Benda September 3, 2020 email

Letter to Craig Van Dyke, President and Chief Executive Officer of Western Fraternal Life Association. and Daniel Shinnick, President and Chief Executive Officer of National Mutual Benefit, from Steven J. Junior, OCI, dated September 9, 2020
Revised Appendix O - Western Fraternal Life Association 2020 Ballot Certification after Close of the Election dated September 8, 2020, and received by the OCI on September 9, 2020
Email to Steven J. Junior, OCI, from Craig Van Dyke, President and Chief Executive Officer of Western Fraternal Life Association, dated September 9, 2020, acknowledging receipt of additional questions

Attachment to email dated September 17, 2020

Email to Noreen Parrett, Parrett Law, LLC; Craig Van Dyke, President and Chief Executive Officer of Western Fraternal Life Association; Daniel Shinnick, President and Chief Executive Officer of National Mutual Benefit; and Todd Martin, Stinson LLP; from Steven J. Junior, OCI, dated October 16, 2020, asking if there were any comments on the following attachments:

Letter from Elaine Benda to Steven J. Junior, OCI, received on November 9, 2020

Attachment to Steve J. Junior, OCI, from Ross Sestak dated November 23, 2020

Notice of Hearing

Hearing Documents