RegAlert2003-01-30
Added · Updated
SEC Division of Corporation Finance no-action letter: Milwaukee Mutual Insurance Company
The Division of Corporation Finance will not recommend enforcement action if Milwaukee Mutual Insurance Company restructures into a mutual holding company structure without registering membership interests under the Securities Act of 1933 or the Securities Exchange Act of 1934. This non-enforcement position applies to existing policyholders becoming members of Mutual Insurers Holding Company and new policyholders automatically receiving membership interests upon policy issuance. The Division bases this decision on the Restructuring being effected under Wisconsin law, the substantial similarity of membership rights, and the oversight of the Wisconsin Commissioner of Insurance, including findings that the plan is fair and equitable and prohibits dividends without approval.
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Securities Act of 1933 — Section 2(a)(1)
January 30, 2003
Response of the Office of Chief Counsel Division of Corporation Finance
Re:
Milwaukee Mutual Insurance Company Incoming letter dated January 15, 2003
Based on the facts presented, but without necessarily agreeing with your analysis, the Division will not recommend enforcement action to the Commission if, in reliance on your opinion of counsel that membership interests in Mutual Insurers Holding Company are not securities within the meaning of the Securities Act of 1933 or the Securities Exchange Act of 1934, causes: (1) the Company's existing policyholders to become holders of membership interests in Mutual Insurers Holding Company pursuant to the Restructuring; and (2) after the Restructuring, new policyholders automatically receive membership interests in Mutual Insurers Holding Company, without registration under the Securities Act or the Securities Exchange Act.
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