NCRIC, A Mutual Holding Company (NCRIC-MHC), based in Washington D.C. and NCRIC Group, Inc., a Delaware corporation, announced that their respective boards of directors have approved a plan of conversion and reorganization for NCRIC MHC which will “complete the transition of NCRIC Group to full stock ownership.”
NCRIC MHC will terminate its existence, and its ownership interest in NCRIC Group “will be offered for sale to members and others on a priority basis in a subscription offering,” said the bulletin. NCRIC MHC currently owns approximately 60% of the outstanding shares of NCRIC Group.
“To complete the conversion, approval is needed from the members of NCRIC MHC, the Commissioner of the District of Columbia Department of Insurance and Securities Regulation, and shareholders of NCRIC Group,” it continued. “It is expected that members of NCRIC MHC and shareholders of NCRIC Group will be asked to approve the proposed conversion and reorganization plan in June 2003.”
The announcement also indicated that “Any shares of NCRIC Group that are not purchased by members, NCRIC’s employee stock ownership plan, and officers, directors, and employees,” pursuant to their priority rights, “will be offered for sale to the public in a community offering.”
Current shareholders of NCRIC Group will have their existing shares exchanged for new shares of NCRIC Group “based on an exchange ratio that assures that they receive the same proportionate ownership interest in the new corporation as their existing ownership interest in NCRIC Group immediately prior to the conversion and reorganization.” The company will retain the same name.
The bulletin also noted that “NCRIC MHC was formed in 1998 when the National Capital Reciprocal Insurance Company was reorganized under the District of Columbia Reciprocal Insurance Company Act of 1998. Effective upon the reorganization, the National Capital Reciprocal Insurance Company became a wholly-owned subsidiary of NCRIC Group and the membership interests of the policyholders were transferred to NCRIC MHC.”
“As part of the reorganization, NCRIC MHC acquired 100% of the issued and outstanding capital stock of NCRIC Group. In July 1999, NCRIC Group offered for sale 40% of the shares of its outstanding common stock in a subscription offering, on a priority basis, to members of NCRIC MHC, and thereafter to the public in a community offering,” the bulletin concluded.
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