Merger of Heartland Mutual Insurance Company With and Into Arlington Mutual Insurance Company

On March 19, 2024, Heartland Mutual Insurance Company (Heartland), a 612 town mutual insurer, filed a statement on behalf of the Applicants.  Arlington Mutual Insurance Company (Arlington), a 612 town mutual insurer, along with Heartland, intend that Heartland will merge with and into Arlington. After the merger, in accordance with the agreement and plan of merger, Heartland will cease to exist, and the surviving entity would be Arlington.

The Applicants filed the following documents with OCI:

• Transmittal Letter
  
• A certified resolution of the Heartland Board of Directors approving the Merger and establishing a date for the special meeting of policyholders
  
• A certified resolution of the Arlington Board of Directors approving the Merger
  
• The executed Agreement and Plan of Merger, including the following exhibits:
  
• Proposed Second Amended and Restated Articles of Incorporation of Arlington which will be the articles of incorporation of the surviving entity, as amended and restated
• The current bylaws of Arlington which will be the bylaws of the surviving entity
• The form of the Certificate of Assumption and Endorsement which Arlington proposes to send to all Heartland policyholders after the effective time of the Merger
• “Interior Water Damage Limitation” Form Exclusion Endorsement
• “Roof Limitation” Form Exclusion Endorsement
• “$2,500 Policy Deductible” Form Exclusion Endorsement
• A listing of the proposed directors of the surviving entity
• ​A proposed summary of the Merger to be sent to Arlington policyholders and Heartland policyholders with each of Heartland’s and Arlington’s Notice of Special Policyholder Meeting​
  
• ​A List of the Proposed Directors and Officers
  
• The following Heartland Related Documents:
• The most recent year end annual statement for Heartland
  
• The most recent monthly unaudited financial statements for Heartland [CONFIDENTIAL]
• A proposed Notice of Special Policyholder Meeting to be sent to Heartland policyholders
  
• The proposed policyholder resolution ballot to be presented in person at the special meeting 
  
• The proposed report of policyholder votes to be submitted to the OCI following the special meeting
  
• The following Arlington Related Documents:
  
• The most recent year end annual statement for Arlington
  
• The most recent monthly unaudited financial statements for Arlington [CONFIDENTIAL]
• A proposed Notice of Special Policyholder Meeting to be sent to Arlington policyholders
  
• The proposed policyholder resolution ballot to be presented to the policyholders via mail pursuant to Wis. Stat. s. 612.12(4)(c)
  

• The proposed report of policyholder votes to be submitted to the OCI following the special meeting​
  

• Heartland Voting Report
  
• Arlington Voting Report
  

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