Indiana § 27-15-8-4 Distribution of initial stock

Indiana Statutes

§ 27-15-8-4 — Distribution of initial stock

Indiana·Title 27 INSURANCE·Art. 15 DEMUTUALIZATION OF MUTUAL INSURANCE·Ch. 8 Distribution of Consideration to Members

(a)A converting mutual using IC 27-15-2-2 or a converting mutual using a simple plan of conversion under IC 27-15-2-3 may satisfy the requirement to distribute the fair value of the converting company to the eligible members by providing for the distribution to the eligible members of all of the initial stock without the payment by or to the eligible members of any additional consideration.

(b)For purposes of this section, all of the initial issue of the only class of voting common stock of the former mutual or a parent company shall be considered distributed to the eligible members even if the plan of conversion or the application for approval provides for:

(1)the offer or sale, promptly following the effective date of the plan of conversion, to the public or to other persons of additi

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(a) A converting mutual using IC 27-15-2-2 or
a converting mutual using a simple plan of conversion under IC 27-15-2-3 may satisfy the requirement to distribute the fair value of the
converting company to the eligible members by providing for the
distribution to the eligible members of all of the initial stock without
the payment by or to the eligible members of any additional
consideration.
(b) For purposes of this section, all of the initial issue of the only
class of voting common stock of the former mutual or a parent
company shall be considered distributed to the eligible members even
if the plan of conversion or the application for approval provides for:
(1) the offer or sale, promptly following the effective date of the
plan of conversion, to the public or to other persons of additional
shares of the same class of voting common stock of the former
mutual or a parent company at a price not less than the fair market
value of that stock, with the proposed terms of the transaction
disclosed to the commissioner in the application for approval;
(2) the distribution to or for the benefit of certain classes,
categories, or groups of eligible members of cash, additional paid
up insurance or annuity benefits, or other consideration in lieu of
initial stock of the former mutual or a parent company, if:
(A) other consideration is required or appropriate as a result of
tax considerations, the country or state of residence of the
eligible members, the nominal value of the stock that those
eligible members otherwise would be entitled to receive, or
other factors or circumstances approved by the commissioner;
(B) the value of the other consideration to be distributed to
those eligible members is substantially equal, as of the effective
date of the conversion, to the value of the stock those eligible
members otherwise would be entitled to receive;
(C) the eligible members who receive any consideration other
than stock constitute not more than ten percent (10%) of the
total number of eligible members; and
(D) the classes, categories, or groups of those eligible members,
and the consideration they are to receive in lieu of stock, are
described in the plan of conversion, with all additional material
terms and conditions disclosed in the application for approval;
or
(3) a delayed distribution of consideration that is approved under
section 3 of this chapter or IC 27-15-12.