William Penn Life, 1970 (5. évfolyam, 1-4. szám)

1970-08-01 / 3. szám

MERGER AGREEMENT

MADE THIS day of

1970, by and between the WILLIAM PENN FRATERNAL ASSOCIATION, a fraternal benefit society organized and existing under and by virtue of the laws of the Commonwealth of Pennsylvania, and having its office and principal place of business in the City of Pittsburgh. County of Allegheny, in said Commonwealth, and acting herein by ELMER CHARLES, its National President and ALBERT J. STELKOVICS, its National Secretary, hereinafter referred to as “WILLIAM PENN”.

AND

AMERICAN LIFE INSURANCE ASSOCIATION of Bridgeport, Connecticut, a fraternal benefit society organized and existing under and by virtue of a Resolution adopted by the General Assembly of the State of Connecticut, having its office and principal place of business in the City of Bridgeport, County of Fairfield. State of Connecticut, acting herein by STEPHEN L. SEGEDY. its President, and JOHN P. EVANS, its Vice-President and Secretary, hereinafter referred to as “AMERCAN LIFE”.

WITNESSETH:

WHEREAS, the William Penn Fraternal Association was organized and incorporated under the provisions of the Act of General Assembly of the Commonwealth of Pennsylvania entitled “An Act to Provide for the Incorporation and Regulation of Certain Corporations”, approved the 29th day of April. A. D. 1874. and its supplements and amendments in the County of Luzerne. Commonwealth of Pennsylvania, on November 29. 1886; and

WHEREAS, the American Life Insurance Association of Bridgeport. Connecticut, (formerly the Hungarian Sick Benefit Societies Federation. Bridgeport. Connecticut). was chartered by virtue of House Resolution Number 339 of the General Assembly of the State of Connecticut. at January Session. A. D. 1899 and approved on April 19, 1899: and

WHEREAS, the American Life entered into an agreement with Investment Life Insurance Company of America, Cleveland. Ohio, dated December 10. 1962. for reinsurance and ultimate merger, which agreement was approved by the Insurance Commissioner of the State of Connecticut and the Superintendent of Insurance of the State of Ohio, but was never submitted to or approved by a merger commission, (pursuant to Sections 3907.10 and 3907.11. Ohio Revised Code) or a reinsurance commission (pursuant to Section 3907.12. Revised Code) and American Life surrendered its assets to said Investment Life Insurance Company of America;and

WHEREAS, on April 8. 1964. the Superintendent of Insurance of the State of Ohio was duly appointed Conservator of said Investment Life Insurance Company of America, by the Court of Common Pleas of Franklin County, Ohio, in Case No. 219.867. on the dockets of said court, and said Superintendent of Insurance of Ohio became Conservator of Investment Life Insurance Company of America, and took possession of its assets and also took possession of the assets of American Life then being held by Investment Life Insurance Company of America; and

WHEREAS, from time to time thereafter the Insurance Commissioner of the State of Connecticut has made demand upon the Superintendent of Insurance of the State of Ohio to return the assets of American Life to the Insurance Department of Connecticut for due and lawful administration under Connecticut law, which demands have been refused; and

WHEREAS, on August 5, 1964. John A. Silvas and other, as Intervening Petitioners in said Case No. 219,867, commenced litigation to preserve said assets of American Life for the certificate holders of American Life and to prevent Investment Life Insurance Company of America, its stockholders and creditors from exercising any jurisdiction or control over said assets; and

WHEREAS, said litigation has continued up to the present time, and is still continuing, on appeal to the Supreme Court of Ohio, and other and parallel litigation is pending in the Unietd States District Court for the Southern District of Ohio, Eastern Division, in Civil Action No. 69-301 on the dockets of said court; and

WHEREAS, the courts of Ohio have rendered judgements to the effect:

(1) That Investment Life Insurance Company of America holds the American Fund as trustee for management purposes for the benefit of the American Life Insurance Association policyholders the Superintendent of Insurance of the State of Ohio, has succeeded Investment Life Insurance Company of America as such trustee because Investment Life Insurance Company of America is in process of liquidation pursuant to Section 3903.07, Revised Code;

(2) That the trusteeship is not an asset of Investment Life Insurance Company of America, and there is nothing left in the contract that would be an asset of Investment Life Insurance Company of America or which would be assignable by Investment Life Insurance Company of America;

(3) That said trust will continue until the trust fund has been fully distributed on payment to the last policyholder, whereupon it will terminate;

(4) That it is apparent from the record that Investment Life Insurance Company of America cannot continue as such trustee and the continuing administration of a trust fund is not a duty of said Superintendent of Insurance;

(5) That a merger of American Life and Investment Life Insurance Company of America would be detrimental to the interests of the American Life certificate holders, and, accordingly, could not be approved by a merger commission acting pursuant to Section 3907.11, Ohio Revised Code; and

WHEREAS, the Insurance Commissioner of the State of Connecticut has held in his custody the Charter and Certificate of Authority of American Life pending the final completion or termination of the agreement dated December 10, 1962; and

WHEREAS, the American Life Board of Directors has held various meetings in the State of Ohio as well as the State of Connecticut since the original signing of the Agreement between ILICA and American Life and participated in the litigation in Ohio, and