Merger of All-Star/Newark Mutual Insurance Company With and Into Franklin Farmers Mutual Insurance Company

​​​​​​​​Last Updated: December 22, 2023

Information on the Proposed Merger of All-Star/Newark Mutual Insurance Company with and into Franklin Farmers Mutual Insurance Company

On September 15, 2023, Attorney Zachary Bemis filed a statement on behalf of the applicants, All-Star/Newark Mutual Insurance Company (ASNMIC), and Franklin Farmers Mutual Insurance Company (FFMIC).  ASNMIC, a Wisconsin town mutual insurer, along with FFMIC, a Wisconsin town mutual insurer, intend that ASNMIC will merge with and into FFMIC.  After the merger, in accordance with the agreement and plan of merger, ASNMIC will cease to exist, and the surviving entity would be FFMIC, which will change its name to Riverside Mutual Insurance Company (Riverside​).

The Applicants filed the following documents with OCI:

• Transmittal Letter
• Confidential Supplement Transmittal Letter
• Certified resolution of the ASNMIC Board of Directors approving the Merger
• ​Certified resolution of the FFMIC Board of Directors approving the Merger​
  
• The executed agreement and plan of merger, including the following exhibits:
• The proposed articles of incorporation of Riverside, which will be the articles of incorporation of the surviving entity after the name change [CONFIDENTIAL]
• The proposed bylaws of Riverside, which will be the bylaws of the surviving entity after the name change [CONFIDENTIAL]
• The form of Certificate of Assumption which FFMIC/Riverside proposes to send to all ASNMIC policyholders after the effective date of the merger 
• Proposed listing of directors and officers of the surviving entity
• A proposed Notice of Special Policyholder Meeting to be sent to the ASNMIC policyholders
• A proposed Notice of Special Policyholder Meeting to be sent to the FFMIC policyholders
• A proposed summary of the Merger to be sent to ASNMIC and FFMIC policyholders with the Notice of Special Policyholder Meeting
• Proposed ASNMIC policyholder resolution ballots (In-person)
• Proposed ASNMIC policyholder resolution ballots (Mail)
• Proposed FFMIC policyholder resolution ballots (In-person)
• Proposed FFMIC policyholder resolution ballots (Mail)
• The proposed report of policyholder vote to be submitted by ASNMIC to the OCI following the special meeting
• The proposed report of policyholder vote to be submitted by FFMIC to the OCI following the special meeting
• 2022 annual statement of ASNMIC
• 2022 annual statement of FFMIC​
• ASNMIC most recent monthly unaudited monthly statement as of August 31, 2023 [CONFIDENTIAL]
• FFMIC most recent monthly unaudited financial statement quarterly statement as of August 31, 2023 [CONFIDENTIAL]

Policyholder Vote Documents:

• ASNMIC Merger Voting Report
• FFMIC Merger Voting Report

• Recommendation Memo​
  
• Approval Letter​​
• Vote Certification Confirmation Letter​​
  

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