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IC 27-15-3-1
Filing with commissioner
Sec. 1. After the adoption by the board of directors of the
resolution proposing the plan of conversion under IC 27-15-2 and the
amendment to its articles of incorporation, the converting mutual
shall file with the commissioner an application for approval of the
plan and amendment.
As added by P.L.94-1999, SEC.3.
IC 27-15-3-2
Content of application
Sec. 2. The application must contain the following information,
together with such additional information as the commissioner may
require:
(1) The plan of conversion and a certificate of the secretary of
the converting mutual certifying the adoption of the plan by the
board of directors.
(2) A statement of the reasons for the proposed conversion and
why the conversion is in the best interests of the converting
mutual, the eligible members, and the other policyholders. The
statement must include an analysis of the risks and benefits to
the converting mutual and its members of the proposed
conversion and a comparison of the risks and benefits of the
conversion with the risks and benefits of reasonable alternatives
to a conversion.
(3) A five (5) year business plan and at least two (2) years of
financial projections of the former mutual and any parent
company.
(4) Any plans that the former mutual or any parent company
may have to:
(A) raise additional capital through the issuance of stock or
otherwise;
(B) sell or issue stock to any person, including any
compensation or benefit plan for directors, officers, or
employees under which stock may be issued;
(C) liquidate or dissolve any company or sell any material
assets;
(D) merge or consolidate or pursue any other form of
reorganization with any person; or
(E) make any other material change in investment policy,
business, corporate structure, or management.
(5) Any plans for a delayed distribution of consideration to
eligible members or restrictions on sale or transfer of stock or
other securities.
(6) A copy of the form of trust agreement, if a distribution of
consideration is to be delayed by more than six (6) months after
the effective date of the conversion.
methodology or formulas used to allocate consideration
among eligible members, consistent with this article.
(B) The reasonableness of the plan of operation and the
sufficiency of the assets allocated to the closed block, if a
closed block is used for the preservation of the reasonable
dividend expectations of eligible members and other
policyholders with policies that provide for the distribution
of policy dividends.
(12) If any of the consideration to be distributed to eligible
members consists of stock or other securities, a description of
the plans made by the former mutual or its parent company to
assure that an active public trading market for the stock or other
securities will develop within a reasonable amount of time after
the effective date of the plan of conversion and that eligible
members who receive stock or other securities will be able to
sell their stock or other securities, subject to any delayed
distribution or transfer restrictions under this article, at
reasonable cost and effort. The plans may consist of the
following:
(A) Appointing a registrar and transfer agent for the stock or
other securities.
(B) Making filings, applications, or registrations for the
stock or other securities with the federal Securities and
Exchange Commission and state securities commissioners.
(C) Listing the stock or other securities on a national or
other securities exchange.
(D) Facilitating coverage of the stock or other securities by
research analysts and securing the commitment of at least
one (1) market maker to make a market in the stock or other
securities.
(E) Conducting an underwritten public offering of the same
class of stock or other securities, promptly following the
effectiveness of the plan of conversion, in order to facilitate
the development of a public market.
(F) Making available a procedure for eligible members
holding small numbers or amounts of stock or other
securities to sell their stock or other securities to the former
mutual or a parent company at market value without the
payment of brokerage commissions or similar fees, or to sell
their stock or other securities in the market through a broker
with discounted brokerage commissions or fees.
(13) Any additional information, documents, or materials that
the converting mutual determines to be necessary.
(14) Any other additional information, documents, or materials
that the commissioner requests in writing.
As added by P.L.94-1999, SEC.3.
IC 27-15-3-3
Content excepted from simple plan of conversion
Sec. 3. Notwithstanding section 2 of this chapter, the opinion
described in section 2(10) of this chapter is not required under this
chapter if the converting mutual utilizes a simple plan of conversion.
As added by P.L.94-1999, SEC.3.
IC 27-15-3-4
Actuarial opinion requirements
Sec. 4. The actuarial opinion required by this chapter shall be:
(1) provided and signed by a qualified and independent actuary
who is a member of the American Academy of Actuaries;
(2) given in accordance with professional standards and
practices generally accepted by the actuarial profession and
those other factors as the actuary believes are reasonable and
appropriate in the exercise of professional judgment at the time
the opinion is given;
(3) supported by a memorandum of the actuary, describing the
calculations made in support of the opinion and the assumptions
used in the calculations; and
(4) submitted to the commissioner.
As added by P.L.94-1999, SEC.3.