Boards Approve Plan Related to Conversion and Reorganization of NCRIC, A Mutual Holding Company.Business Editors/Health & Medical Writers WASHINGTON--(BUSINESS WIRE)--Jan. 28, 2003 NCRIC NCRIC National Chemical Response and Information Center NCRIC National Center for Refugee and Immigrant Children , A Mutual Holding Company (NCRIC MHC MHC major histocompatibility complex. MHC abbr. major histocompatibility complex MHC major histocompatibility complex. ) and NCRIC Group, Inc. (NCRIC Group) (Nasdaq:NCRI NCRI National Council of Resistance of Iran NCRI National Cereals Research Institute (Nigeria) ), announced today 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. As part of the conversion, NCRIC MHC, a mutual insurance holding company, will terminate its existence, and the ownership interest of NCRIC MHC in NCRIC Group will be offered for sale to members and others on a priority basis in a subscription offering. 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 District of Columbia, federal district (2000 pop. 572,059, a 5.7% decrease in population since the 1990 census), 69 sq mi (179 sq km), on the east bank of the Potomac River, coextensive with the city of Washington, D.C. (the capital of the United States). Department of Insurance and Securities Regulation, and shareholders of NCRIC Group. It is expected that members of NCRIC MHC and shareholders of NCRIC Group will be asked to approve the proposed conversion and reorganization plan A scheme authorized by federal law and promulgated by the president whereby he or she alters the structure of federal agencies to promote government efficiency and economy through a transfer, consolidation, coordination, authorization, or abolition of functions. in June 2003. NCRIC MHC members will receive priority subscription rights to purchase shares issued in the conversion offering. Any shares of NCRIC Group that are not purchased by members, NCRIC's employee stock ownership plan, and officers, directors, and employees will be offered for sale to the public in a community offering. As part of the conversion, shareholders of NCRIC Group will have their existing shares exchanged for new shares of NCRIC Group, a Delaware corporation A Delaware corporation is a corporation chartered in the U.S. state of Delaware. Delaware is well known as a corporate haven, and thus, over 50% of US publicly-traded corporations and 58% of the Fortune 500 companies are incorporated in the state. , 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 new Delaware corporation will have the same name as NCRIC Group and will be the successor to NCRIC Group. 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. Safe Harbor Safe Harbor 1. A legal provision to reduce or eliminate liability as long as good faith is demonstrated. 2. A form of shark repellent implemented by a target company acquiring a business that is so poorly regulated that the target itself is less attractive. Information This news release contains certain forward-looking statements forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. regarding the plan of conversion and reorganization of NCRIC MHC. Forward-looking statements include statements regarding the anticipated closing date of the transactions, the market for the stock, and anticipated future results and can be identified by the fact that they do not relate strictly to historical or current facts. Associated with this are certain risks and uncertainties that could cause actual results to materially differ from those reflected in the forward-looking statements. These risks and uncertainties include: -- delays in completing the plan of conversion and reorganization; -- difficulties in selling the conversion stock or in selling the conversion stock within the expected time frame; -- increased competitive pressures; -- changes in the interest rate environment; -- general economic conditions or the securities market; -- legislative and regulatory changes that could adversely affect the businesses in which NCRIC Group is engaged; and -- uncertainties associated with expanding business. Other factors not currently anticipated by management may also materially and adversely affect the plan of conversion and reorganization as well as NCRIC Group's results of operations. About NCRIC Group NCRIC Group is a healthcare financial services The examples and perspective in this article or section may not represent a worldwide view of the subject. Please [ improve this article] or discuss the issue on the talk page. organization that assists individual physicians and groups of physicians in managing their practices by providing medical professional liability insurance, practice management and financial services, and employee benefits plan design and pension administration. In addition to its headquarters in Washington, D.C., NCRIC Group has offices in Richmond, Fredericksburg and Lynchburg, Virginia Lynchburg is an independent city located in the Commonwealth of Virginia. As of the 2006 census, the city had a total population of 67,720, but is at about 70,000 residents as of 2007. as well as Greensboro, North Carolina “Greensboro” redirects here. For other uses, see Greensboro (disambiguation). Greensboro, North Carolina (IPA: [ɡɹiːnsbʌɹəʊ]) is a city in the U.S. state of North Carolina. and provides services to more than 4,500 physician clients. Its primary insurance subsidiary, NCRIC, Inc., is rated A- (Excellent) by A.M. Best Company. For further information, contact R. Ray Pate, Jr., President and CEO (1) (Chief Executive Officer) The highest individual in command of an organization. Typically the president of the company, the CEO reports to the Chairman of the Board. , 1115 30th Street, NW, Washington, D.C. 20007, or consult NCRIC Group's Web site, www.ncric.com. |
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