CHAPTER 2. PLAN OF CONVERSION

IC 27-15-2
    Chapter 2. Plan of Conversion

IC 27-15-2-1
Commencement of demutualization
    Sec. 1. The board of directors of the converting mutual shallcommence the demutualization process by adopting a resolution thatproposes:
        (1) the amendment of its articles of incorporation underIC 27-1-8-2; and
        (2) a plan of conversion.
As added by P.L.94-1999, SEC.3.

IC 27-15-2-2
Required provisions
    Sec. 2. The plan of conversion, other than a simple plan ofconversion, must do the following in accordance with this article:
        (1) Describe the manner in which the proposed conversion willoccur and the insurance and any other companies that will resultfrom or be directly affected by the conversion, including theformer mutual and any parent company.
        (2) Provide that the membership interests in the convertingmutual will be extinguished as of the effective date of theconversion.
        (3) Require the distribution to the eligible members, upon theextinguishing of their membership interests, of aggregateconsideration equal to the fair value of the converting mutual.
        (4) Describe the manner in which the fair value of theconverting mutual has been or will be determined.
        (5) Describe the form or forms and amount, if known, ofconsideration to be distributed to the eligible members.
        (6) Specify relevant classes, categories, or groups of eligiblemembers, and describe and explain any differences in the formor forms and amount of consideration to be distributed to oramong the eligible members.
        (7) Require and describe the method or formula for the fair andequitable allocation of the consideration among the eligiblemembers.
        (8) Provide for the determination and preservation of thereasonable dividend expectations of eligible members and otherpolicyholders with policies that provide for the distribution ofpolicy dividends, through establishment of a closed block orother method acceptable to the commissioner.
        (9) Provide that each member and other policyholder of theconverting mutual will receive notification of the address andtelephone number of the converting mutual and the formermutual, if different, along with the notice of hearing outlined inIC 27-15-4-4.
        (10) Include other provisions as the converting mutualdetermines to be necessary.As added by P.L.94-1999, SEC.3.

IC 27-15-2-3
Adoption of simple plan of conversion
    Sec. 3 (a) The board of directors of the converting mutual mayadopt a simple plan of conversion under this section. The simple planof conversion must include the following:
        (1) The distribution to the eligible members, upon theextinguishing of their membership interests, of all of the initialissue of the voting common stock of the former mutual or anyparent company. The initial issue of the voting common stockmay include only one (1) class of stock, and may not includemore than one (1) series of stock.
        (2) Describe the manner in which the proposed conversion willoccur and the insurance and any other companies that will resultfrom or be directly affected by the conversion, including theformer mutual and any parent company.
        (3) Provide that the membership interests in the convertingmutual will be extinguished as of the effective date of theconversion.
        (4) Provide for the registration of that distribution of stockunder section 5 of the federal Securities Act of 1933, asamended.
        (5) Specify each separate class, category, or group of eligiblemembers, and describe and explain any differences in theamount of stock to be distributed to or among the eligiblemembers of each separate class, category, or group of eligiblemembers.
        (6) Require and describe the method or formula for the fair andequitable allocation of the stock among the eligible members.
        (7) Provide for the determination and preservation of thereasonable dividend expectations of eligible members and otherpolicyholders with policies that provide for the distribution ofpolicy dividends, through the establishment of a closed block orother method acceptable to the commissioner.
    (b) The plan may include other provisions:
        (1) that the converting mutual determines to be necessary; and
        (2) consistent with this title.
As added by P.L.94-1999, SEC.3.