Merger of Columbus Town Mutual Insurance Company and Caledonia Mutual Fire Insurance Company With and Into Central Wisconsin Mutual Insurance Company

​​​Last Updated: October 30, 2023

Information on the Proposed Merger of Columbus Town Mutual Insurance Company and Caledonia Mutual Fire Insurance Company with and into Central Wisconsin Mutual Insurance Company

On August 25, 2023, Central Wisconsin Mutual Insurance Company (CWMIC), a 612 town mutual insurer, filed a statement on behalf of the Applicants.  Columbus Town Mutual Insurance Company (Columbus) and Caledonia Mutual Fire Insurance Company (Caledonia), both 612 town mutual insurers, along with CWMIC, intend that Columbus and Caledonia will merge with and into CWMIC.  After the merger, in accordance with the agreement and plan of merger, Columbus and Caledonia will cease to exist, and the surviving entity would be CWMIC.

Filings

• Transmittal Letter
  
• A certified resolution of the Columbus Board of Directors approving the Merger and establishing a tentative date for the special meeting of policyholders
  
• A certified resolution of the Caledonia Board of Directors approving the Merger and establishing a tentative date for the special meeting of policyholders
  
• A certified resolution of the CWMIC Board of Directors approving the Merger and establishing a tentative date for the special meeting of policyholders
  
• The executed Agreement and Plan of Merger, including the following exhibits:
  
• Proposed Second Amended and Restated Articles of Incorporation of CWMIC which will be the articles of incorporation of the surviving entity [CONFIDENTIAL]
  
• Proposed Second Amended and Restated Bylaws of CWMIC which will be the bylaws of the surviving entity [CONFIDENTIAL]
  
• The form of the Certificate of Assumption which CWMIC proposes to send to all Caledonia policyholders after the effective time of the Merger
  
• The form of the Certificate of Assumption which CWMIC proposes to send to all Columbus policyholders after the effective time of the Merger
  
• A listing of the directors and officers of the surviving entity
  
• A proposed summary of the Merger to be sent to the Constituent Corporations' policyholders with the applicable Notice of Special Policyholder Meeting
  

The following Columbus related documents:

• The most recent year-end annual statement for Columbus
  
• The most recent monthly unaudited financial statements for Columbus [CONFIDENTIAL]
  
• A proposed Notice of Special Policyholder Meeting to be sent to the Columbus policyholders
  
• The proposed policyholder resolution ballots to be presented at the Special Meeting pursuant to Wis. Stat 612.12(a)(c)
  
• The proposed policyholder resolution ballots to be presented to policyholders via mail pursuant to Wis. Stat 612.12(a)(c)
  
• The proposed report of policyholder vote to be submitted to the OCI following the Special Meeting​
  

The following Caledonia related documents:

• The most recent year-end and quarterly comparative statutory financial statement for Caledonia
  
• A proposed Notice of Special Policyholder Meeting to be sent to the Caledonia policyholders
  
• The proposed policyholder resolution ballots to be presented at the Special Meeting pursuant to Wis. Stat 612.12(a)(c)
  
• The proposed policyholder resolution ballots to be presented to policyholders via mail pursuant to Wis. Stat 612.12(a)(c)
  
• The proposed report of policyholder vote to be submitted to the OCI following the Special Meeting
  

The following CWMIC related documents:

• The most recent year-end annual statement for CWMIC​
  
• The most recent monthly unaudited financial statements for CWMIC [CONFIDENTIAL]
  
• A proposed Notice of Special Policyholder Meeting to be sent to the CWMIC policyholders
  
• The proposed policyholder resolution ballots to be presented at the Special Meeting pursuant to Wis. Stat 612.12(a)(c)
  
• The proposed policyholder resolution ballots to be presented at the Special Meeting and to policyholders via mail pursuant to Wis. Stat 612.12(a)(c)
  
• The proposed report of policyholder vote to be submitted to the OCI following the Special Meeting
  

Policyholder Vote Documents

• Columbus Merger Voting Report
  
• Caledonia Merger Voting Report
  
• CWMIC Merger Voting Report  

Decision Documents

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