*Formatting of these documents may vary from those filed with the Division of Insurance due to the conversion process to make them available through the web.

 

 

COMMONWEALTH OF MASSACHUSETTS

DIVISION OF INSURANCE

_______________________
Plan of Reorganization of    )
John Hancock Mutual Life )                                                                                       Docket No. F99-04
Insurance Company             )
_______________________)

 

Additional Proposed Questions for Hancock’s Witnesses

The following additional questions are being submitted for response by Hancock’s witnesses. We believe the answers to these questions are important to a full hearing on the Plan.

 

Questions for Stephen Brown

Eligible Policyholders:

  1. How many policyholders does Hancock remain unable to locate in order to provide them with a policyholder information packet, a chance to vote on the proposed reorganization, a proxy, and a cash or stock election form? What is the amount of consideration that these lost policyholders due, collectively, under the Plan?
  2. How many policyholders have voted at each of the last ten Hancock Annual Meetings? How many non-employee policyholders have voted at the last ten Hancock Annual Meetings? Does Hancock provide to each policyholder annual notice of Hancock’s Annual Meetings and has it done so over the last ten years?
  3. Are institutions associated with the three members of the special pricing committee for the IPO precluded from participating in the IPO? Hancock’s pre-filed testimony does not clarify this question. See John DeCiccio at page 16-17.
  4. In State Mutual, executives were precluded from granting themselves stock options for five years. What is the rationale for only prohibiting the grant of stock options for one year here? Especially in light of the two to three year anti-takeover protection the Plan provides?
  5. What plans does Hancock have if any to issue debt?
  6. Would you please detail the amount of compensation that has been or will be given to Hancock’s directors in conjunction with the proposed demutualization, as well as how many shares from the IPO will be issued to Hancock’s directors? Is it true that board of director member James Connors will receive personally or through his company over 100,000 shares of stock worth approximately $2,000,000?

 

Questions for John DeCiccio

  1. Are institutions associated with the three members of the special pricing committee for the IPO precluded from participating in the IPO? See John DeCiccio at page 16-17.
  2. In State Mutual, executives were precluded from granting themselves stock options for five years. What is the rationale for only prohibiting the grant of stock options for one year here? Especially in light of the two to three year anti-takeover protection the Plan provides?
  3. What plans does Hancock have if any to issue debt?

 

Questions for Godfrey Perrott

Closed Block:

  1. How many policies and how many policyholders, identified by line, are there in the Closed Block?
  2. How many policies and how many policyholders, identified by line, are outside the Closed Block?
  3. What are the number of votes, and the percentage of total votes, that belong to Closed Block and non-closed block policies?
  4. What percentage of Hancock’s participating policies have a face amount of less than $1,000, $5,000 and $10,000? Are these all in the Closed Block? What is the average and mean size life insurance policy?
  5. Are there any studies or reports on the performance of the Closed Blocks which either you or Milliman & Robertson designed or consulted on, or any other studies or reports on the performance of any Closed Block established in conjunction with the reorganization of a mutual insurer, of which you are aware or have relied upon in designing Hancock’s Closed Block? Please identify these studies and describe their findings. Have the Closed Blocks you worked on performed as predicted? If not, what is the variance in performance and to what do you attribute the difference? How has this information informed or influenced the development (and funding) of the Hancock Closed Block?
  6. How have the Closed Block’s that you or Milliman & Robertson created in State Mutual and other demutualizations performed?
  7. The projected rate of return on Closed Block investments is listed as 8.33%. What is Hancock’s historic performance on its investments? What is the basis for 8.33%.

 

Questions for Derek Kirkland

  1. Isn’t it true that if policyholders are not permitted to participate in the IPO, they will have to buy shares the want to purchase on the more expensive secondary market?

 

 

Submitted by

Adkins & Kelston on behalf of their clients and the Davis Trust

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