20 CSR 200-11.101
Insurance Holding Company System Regulation with
Reporting Forms and Instructions
PURPOSE: This rule sets forth rules and procedural requirements which the director
deems necessary to carry out the provisions
of sections 382.010–382.300, RSMo, also
referred to as the Act. The information called
for by this rule is declared to be necessary
and appropriate in the public interest and for
the protection of policyholders in this state.
(1) If any provision of this rule, or its application to any person or circumstance, is held
invalid, the determination shall not affect
other provisions or applications of these rules
which can be given effect without the invalid
provision or application, and to this end the
provisions of this rule are severable.
(2) Forms—General Requirements.
(A) Forms A, B, C, D, E, and F are
intended to be guides in the preparation of the
statements required by sections 382.040–
382.230, RSMo. They are not intended to be
blank forms which are to be filled in. These
statements filed shall contain the numbers
and captions of all items, but the text of the
items may be omitted provided the answers
are prepared in such a manner as to indicate
clearly the scope and coverage of the items.
All instructions, whether appearing under the
items of the form or elsewhere, are to be
omitted. Unless expressly provided otherwise, if any item is inapplicable or the answer
is in the negative, an appropriate statement to
that effect shall be made.
(B) Three (3) complete copies of each
Form A statement and one (1) copy of each
other statement, including exhibits and all
other papers and documents filed as a part of
it, shall be filed with the director by personal
delivery or mail addressed to: Director of
Insurance of the State of Missouri, Attention:
Chief Financial Examiner, PO Box 690,
Jefferson City, MO 65102-0690. At least one
(1) of the copies shall be signed in the manner
prescribed on the form. Unsigned copies shall
be conformed. If the signature of any person is
affixed pursuant to a power of attorney or
other authority, the power or other authority
also shall be filed with the statement.
(C) If an applicant requests a hearing on a
consolidated basis under section 382.060.4,
in addition to filing the Form A with the
director, the applicant shall file a copy of
Form A with the National Association of
Insurance Commissioners (NAIC) in electronic form.
(D) Statements should be prepared electronically. Statements and exhibits shall be easily
readable and suitable for printing, review, and
reproduction. Debits in credit categories and
credits in debit categories shall be designed so
as to be clearly distinguishable as such on
photocopies. Statements shall be in the
English language and monetary values shall be
stated in United States currency. If any exhibit or other paper or document filed with the
statement is in a foreign language, it shall be
accompanied by a translation into the English
language and any monetary value shown in a
foreign currency normally shall be converted
into United States currency.
(3) Forms—Incorporation by Reference,
Summaries, and Omissions.
(A) Information required by any item of
Forms A, B, D, E, or F may be incorporated
by reference in answer or partial answer to any
other item. Information contained in any
financial statement, annual report, proxy
statement, statement filed with a governmental
authority, or any other document may be
incorporated by reference in answer or partial
answer to any item of Forms A, B, D, E, or F
provided the document is filed as an exhibit to
the statement. Excerpts of documents may be
filed as exhibits if the documents are extensive. Documents currently on file with the
director which were filed within three (3)
years need not be attached as exhibits.
References to information contained in
exhibits or in documents already on file shall
clearly identify the material and shall specifically indicate that this material is to be incorporated by reference in answer to the item.
Matter shall not be incorporated by reference
in any case where the incorporation would
render the statement incomplete, unclear, or
confusing.
(B) Where an item requires a summary or
outline of the provisions of any document,
only a brief statement shall be made as to the
pertinent provisions of the document. In addition to this statement, the summary or outline
may incorporate by reference particular parts
of any exhibit or document currently on file
with the director which was filed within three
(3) years and may be qualified in its entirety
by that reference. In any case where two (2)
or more documents required to be filed as
exhibits are substantially identical in all material respects except as to the parties thereto,
the dates of execution or other details, a copy
of only one (1) of these documents need be
filed with a schedule identifying the omitted
documents and setting forth the material
details in which these documents differ from
the filed document.
(4)
Forms—Information
Unknown
or
Unavailable and Extension of Time to Furnish.
If it is impractical to furnish any required
information, document, or report at the time it
is required to be filed, there shall be filed with
the director a separate document—
(A) Identifying the information, document,
or report in question;
(B) Stating why the filing at the time
required is impractical; and
(C) Requesting an extension of time for filing the information, document, or report to a
specified date. The request for extension shall
be deemed granted unless the director, within sixty (60) days after receipt, enters an
order denying the request.
(5) Forms—Additional Information and
Exhibits. In addition to the information
expressly required to be included in Forms
A, B, C, D, E, and F, there shall be added by
exhibits further material information, if any,
as may be necessary to make the information
contained not misleading. The person filing
also may file these exhibits as desired in addition to those expressly required by the statement. These exhibits shall be so marked as to
indicate clearly the subject matters to which
they refer. Changes to Forms A, B, C, D, E
or F shall include on the top of the cover page
the phrase: “Change No. (insert number) to”
and shall indicate the date of the change and
not the date of the original filing.
(6) Definitions.
(A) “The Act” means sections 382.010—
382.300, RSMo.
(B) “Executive officer” means chief executive officer, chief operating officer, chief
financial officer, treasurer, secretary, controller, and any other individual performing
functions corresponding to those performed
by the foregoing officers under whatever title.
(C) “Foreign insurer” shall include an alien
insurer except where clearly noted otherwise.
(D) “Ultimate controlling person” means
that person which is not controlled by any
other person.
(E) Unless the context otherwise requires,
other terms found in these rules and in section 382.010 of the Act are used herein as
defined in section 382.010, RSMo. Other
nomenclature or terminology is used in
accordance with Chapters 354 and 374
through 385, RSMo, or industry usage if not
defined therein.
(7) Subsidiaries of Domestic Insurers. The
authority to invest in subsidiaries under section 382.020 of the Act is in addition to any
authority to invest in subsidiaries which may
be contained in any other provision of
Chapters 354 and 374 through 385, RSMo.
(8) Acquisition of Control—Statement Filing.
A person required to file a statement pursuant
to sections 382.040, 382.050, and 382.060 of
the Act shall furnish the required information
on Form A. Such person shall also furnish the
required information on Form E, described in
section (19) of this regulation.
(9) Amendments to Form A. The applicant
shall promptly advise the director of any
changes in the information furnished on Form
A arising subsequent to the date upon which
that information was furnished but prior to
the director’s disposition of the application.
(10) Acquisition of Section 382.040.4
Insurers.
(A) If the person being acquired is deemed
to be a domestic insurer solely because of the
provisions of section 382.040.4 of the Act,
the name of the domestic insurer on the cover
page should be indicated as follows: ABC
Insurance Company, a subsidiary of XYZ
Holding Company.
(B) Where a section 382.040.4 insurer is
being acquired, references to the insurer contained in Form A shall refer to both the
domestic subsidiary insurer and the person
being acquired.
(11) Annual Registration of Insurers—
Statement Filing. An insurer required to file
an annual registration statement pursuant to
sections 382.100–382.180 of the Act shall
furnish the required information on Form B.
(12) Summary of Registration—Statement
Filing. An insurer required to file an annual
registration statement pursuant to sections
382.100–382.180 of the Act is also required
to furnish the information required on Form
C.
(13) Amendments to Form B.
(A) Pursuant to section 382.120 of the Act,
an amendment to Form B shall be filed within fifteen (15) days after the end of any month
in which there is a material change to the
information provided in the annual registration statement.
(B) Amendments shall be filed in the Form
B format with only those items which are
being amended reported. Each amendment
shall include at the top of the cover page
“Amendment No. [insert number] to Form B
for [insert year]” and shall indicate the date
of the change and not the date of the original
filing.
(14)
Alternative
and
Consolidated
Registrations.
(A) Any authorized insurer may file an
annual registration statement on behalf of any
affiliated insurer(s) which is required under
sections 382.100–382.180 of the Act. An
annual registration statement may include
information not required by the Act regarding
any insurer in the insurance holding company
system even if the insurer is not authorized to
do business in this state. In lieu of an annual
registration statement on Form B, the authorized insurer may file a copy of the annual
registration statement or similar report which
it is required to file in its state of domicile,
provided—
1. The statement or report contains substantially similar information required to be
furnished on Form B; and
2. The filing insurer is the principal
insurance company in the insurance holding
company system.
(B) The question of whether the filing
insurer is the principal insurance company in
the insurance holding company system is a
question of fact, and an insurer filing an
annual registration statement or report in lieu
of Form B on behalf of an affiliated insurer
shall set forth a brief statement of facts which
will substantiate the filing insurer’s claim that
it, in fact, is the principal insurer in the insurance holding company system.
(C) With the prior approval of the director,
an unauthorized insurer may follow any of the
procedures which could be done by an authorized insurer under subsection (14)(A).
(D) Any insurer may take advantage of the
provisions of section 382.140 or 382.150 of
the Act without obtaining the prior approval
of the director. The director, however,
reserves the right to require individual filings
if s/he deems the filings necessary in the
interest of clarity, ease of administration, or
the public good.
(15) Disclaimers and Termination of
Registration.
(A) A disclaimer of affiliation or a request
for termination of registration claiming that a
person does not, or will not upon the taking
of some proposed action, control another person (referred to as the subject) shall contain
the following information:
1. The number of authorized, issued, and
outstanding voting securities of the subject;
2. With respect to the person whose control is denied and all affiliates of that person,
the number and percentage of shares of the
subject’s voting securities which are held of
record or known to be beneficially owned,
and the number of the shares concerning
which there is a right to acquire, directly or
indirectly;
3. All material relationships and bases
for affiliation between the subject and the
person whose control is denied and all affiliates of that person; and
4. A statement explaining why the person should not be considered to control the
subject.
(B) A request for termination of registration shall be deemed to have been granted
unless the director, within thirty (30) days
after s/he receives the request, notifies the
registrant otherwise.
(16) Transactions Subject to Prior Notice—
Notice Filing.
(A) An insurer required to give notice of a
proposed transaction pursuant to section
382.195 of the Act shall furnish the required
information on Form D.
(B) Agreements for cost sharing services
and management services shall, at a minimum and as applicable—
1. Identify the person providing services
and the nature of such services;
2. Set forth the methods to allocate
costs;
3. Require timely settlement, not less frequently than on a quarterly basis, and compliance with the requirements in the Accounting
Practices and Procedures Manual;
4. Prohibit advancement of funds by the
insurer to the affiliate except to pay for services defined in the agreement;
5. State that the insurer will maintain
oversight for functions provided to the insurer by the affiliate and that the insurer will
monitor services annually for quality assurance;
6. Define books and records of the
insurer to include all books and records
developed or maintained under or related to
the agreement;
7. Specify that all books and records of
the insurer are and remain the property of the
insurer and are subject to control of the insurer;
Company Regulation
8. State that all funds and invested assets
of the insurer are the exclusive property of
the insurer, held for the benefit of the insurer, and are subject to the control of the insurer;
9. Include standards for termination of
the agreement with and without cause;
10. Include provisions for indemnification of the insurer in the event of gross negligence or willful misconduct on the part of the
affiliate providing the services;
11. Specify that, if the insurer is in
receivership or seized by the director under
sections 375.1150 to 375.1246—
A. All of the rights of the insurer
under the agreement extend to the receiver or
director; and
B. All books and records will immediately be made available to the receiver or
director and shall be turned over to the
receiver or director immediately upon the
receiver or director’s request;
12. Specify that the affiliate has no automatic right to terminate the agreement if the
insurer is placed in receivership pursuant to
sections 375.1150 to 375.1246; and
13. Specify that the affiliate will continue to maintain any systems, programs, or
other infrastructure notwithstanding a seizure
by the director under sections 375.1150 to
375.1246, and will make them available to
the receiver, for so long as the affiliate continues to receive timely payment for services
rendered.
(C) Amendments required to be filed under
section 382.195 shall be filed in the Form D
format. Each amendment shall include at the
top of the cover page “Amendment No.
[insert number] to [insert name of agreement]” and shall indicate the effective date of
the change.
(17) Extraordinary Dividends and Other
Distributions.
(A) Requests for approval of extraordinary
dividends or any other extraordinary distribution to shareholders shall include the following:
1. The amount of the proposed dividend;
2. The date established for payment of
the dividend;
3. A statement as to whether the dividend is to be in cash or other property and,
if in property, a description of the property,
its cost, and its fair market value, together
with an explanation of the basis for valuation;
4. A copy of the calculations determining that the proposed dividend is extraordinary. The work paper shall include the following information:
A. The amounts, dates, and form of
payment of all dividends or distributions
(including regular dividends but excluding
distributions of the insurer’s own securities)
paid within the period of twelve (12) consecutive months ending on the date fixed for payment of the proposed dividend for which
approval is sought and commencing on the
day after the same day of the same month in
the last preceding year;
B. Surplus as regards policyholders
(total capital and surplus) as of December 31
next preceding;
C. If the insurer is a life insurer, the
net gain from operations for the twelve- (12-)
month period ending December 31 next preceding;
D. If the insurer is a property and
casualty insurer, the net income for the
twelve- (12-) month period ending December
31 next preceding;
E. If the insurer is not a life insurer or
a property and casualty insurer, the net investment income for the twelve- (12-) month period ending December 31 next preceding and
the two (2) preceding twelve- (12-) month
periods; and
F. If the insurer is not a life insurer,
the dividends paid to stockholders in the two
(2) preceding twelve- (12-) month periods,
excluding distributions of the insurer’s own
securities;
5. A balance sheet and statement of
income for the period intervening from the
last annual statement filed with the director
and the end of the month preceding the month
in which the request for dividend approval is
submitted; and
6. A brief statement as to the effect of
the proposed dividend upon the insurer’s surplus and the reasonableness of surplus in
relation to the insurer’s outstanding liabilities
and the adequacy of surplus relative to the
insurer’s financial needs.
(B) Subject to section 382.210 of the Act,
each registered insurer shall report to the
director all dividends and other distributions
to shareholders within fifteen (15) business
days following the declaration, including the
same information required by paragraph
(17)(A)4.
(18) Adequacy of Surplus. The factors set
forth in section 382.200 of the Act are not
intended to be an exhaustive list. In determining the adequacy and reasonableness of
an insurer’s surplus, no single factor is necessarily controlling. The director instead will
consider the net effect of all of these factors
plus other factors bearing on the financial
condition of the insurer. In comparing the
surplus maintained by other insurers, the
director will consider the extent to which
each of these factors varies from company-tocompany and in determining the quality and
liquidity of investments in subsidiaries, the
director will consider the individual subsidiary and may discount or disallow its valuation to the extent that the individual investments so warrant.
(19) Pre-Acquisition Notification. If a domestic insurer, including any person controlling a
domestic insurer, is proposing a merger or
acquisition pursuant to the provisions of section 382.040.1 of the Act and is required by
such section to file a pre-acquisition notification, that person shall file a pre-acquisition
notification form, Form E, which was developed pursuant to section 382.095.3 of the Act.
Additionally, if a non-domiciliary insurer
licensed to do business in this state is proposing a merger or acquisition pursuant to section
382.095 of the Act, that person shall file a preacquisition notification form, Form E. No preacquisition notification form need be filed if
the acquisition is beyond the scope of section
382.095 as set forth in section 382.095.2(1)–
(6). In addition to the information required by
Form E, the director may wish to require an
expert opinion as to the competitive impact of
the proposed acquisition.
(20) Enterprise Risk Report. The ultimate
controlling person of an insurer required to
file an enterprise risk report pursuant to section 382.175 of the Act shall furnish the
required information on Form F.
(21) Group Capital Calculation.
(A) Where an insurance holding company
system has previously filed the annual group
capital calculation at least once, the lead state
director has the discretion to exempt the ultimate controlling person from filing the annual group capital calculation if the lead state
director makes a determination based upon
that filing that the insurance holding company system meets all of the following criteria:
1. Has annual direct written and unaffiliated assumed premium (including international direct and assumed premium), but
excluding premiums reinsured with the
Federal Crop Insurance Corporation and
Federal Flood Program, of less than one billion dollars ($1,000,000,000);
2. Has no insurers within its holding
company structure that are domiciled outside
of the United States or one (1) of its territories;
3. Has no banking, depository, or other
financial entity that is subject to an identified
regulatory capital framework within its holding company structure;
4. The holding company system attests
that there are no material changes in the
transactions between insurers and non-insurers in the group that have occurred since the
last filing of the annual group capital; and
5. The non-insurers within the holding
company system do not pose a material financial risk to the insurer’s ability to honor policyholder obligations.
(B) Where an insurance holding company
system has previously filed the annual group
capital calculation at least once, the lead state
director has the discretion to accept in lieu of
the group capital calculation a limited group
capital filing if—
1. The insurance holding company system has annual direct written and unaffiliated
assumed premium (including international
direct and assumed premium), but excluding
premiums reinsured with the Federal Crop
Insurance Corporation and Federal Flood
Program, of less than one billion dollars
($1,000,000,000); and all of the following
additional criteria are met:
A. Has no insurers within its holding
company structure that are domiciled outside
of the United States or one (1) of its territories;
B. Does not include a banking, depository, or other financial entity that is subject
to an identified regulatory capital framework;
and
C. The holding company system
attests that there are no material changes in
transactions between insurers and non-insurers in the group that have occurred since the
last filing of the report to the lead state director and the non-insurers within the holding
company system do not pose a material financial risk to the insurers’ ability to honor policyholder obligations.
(C) For an insurance holding company system that has previously met an exemption
with respect to the group capital calculation
pursuant to subsection (21)(A) or (21)(B) of
this rule, the lead state director may require
at any time the ultimate controlling person to
file an annual group capital calculation, completed in accordance with the NAIC Group
Capital Calculation Instructions, if any of the
following criteria are met:
1. Any insurer within the insurance
holding company system is in a risk-based
capital action level event as set forth in sections 375.1255-375.1262, RSMo, or a similar standard for a non-U.S. insurer; or
2. Any insurer within the insurance
holding company system meets one (1) or
more of the standards of an insurer deemed to
be in hazardous financial condition as defined
in section 375.539, RSMo; or
3. Any insurer within the insurance
holding company system otherwise exhibits
qualities of a troubled insurer as determined
by the lead state director based on unique circumstances including, but not limited to, the
type and volume of business written, ownership and organizational structure, federal
agency requests, and international supervisor
requests.
(D) A non-U.S. jurisdiction is considered
to “recognize and accept” the group capital
calculation if it satisfies the following criteria:
1. With respect to section 382.176.1(4),
RSMo—
A. The non-U.S. jurisdiction recognizes the U.S. state regulatory approach to
group supervision and group capital, by providing confirmation by a competent regulatory authority, in such jurisdiction, that insurers and insurance groups whose lead state is
accredited by the NAIC under the NAIC
Accreditation Program shall be subject only
to worldwide prudential insurance group
supervision including worldwide group governance, solvency and capital, and reporting,
as applicable, by the lead state and will not be
subject to group supervision, including
worldwide group governance, solvency and
capital, and reporting, at the level of the
worldwide parent undertaking of the insurance or reinsurance group by the non-U.S.
jurisdiction; or
B. Where no U.S. insurance groups
operate in the non-U.S. jurisdiction, that
non-U.S. jurisdiction indicates formally in
writing to the lead state with a copy to the
International Association of Insurance
Supervisors that the group capital calculation
is an acceptable international capital standard. This will serve as the documentation
otherwise
required
in
subparagraph
(21)(D)1.A.; and
2. The non-U.S. jurisdiction provides
confirmation by a competent regulatory
authority in such jurisdiction that information
regarding insurers and their parent, subsidiary, or affiliated entities, if applicable,
shall be provided to the lead state director in
accordance with a memorandum of understanding or similar document between the
director and such jurisdiction, including, but
not limited to, the International Association
of
Insurance
Supervisors
Multilateral
Memorandum of Understanding or other
multilateral memoranda of understanding
coordinated by the NAIC. The director shall
determine, in consultation with the NAIC
Committee Process, if the requirements of
the information sharing agreements are in
force.
(E) A list of non-U.S. jurisdictions that
“recognize and accept” the group capital calculation will be published through the NAIC
Committee Process:
1. A list of jurisdictions that “recognize
and accept” the group capital calculation pursuant to section 382.176.1(4), RSMo, is published through the NAIC Committee Process
to assist the lead state director in determining
which insurers shall file an annual group capital calculation. The list will clarify those situations in which a jurisdiction is exempted
from filing under section 382.176.1(4),
RSMo. To assist with a determination under
section 382.176.2, RSMo, the list will also
identify whether a jurisdiction that is exempted under either section 382.176.1(3), RSMo,
or 382.176.1(4), RSMo, requires a group
capital filing for any U.S. based insurance
group’s operations in that non-U.S. jurisdiction;
2. For a non-U.S. jurisdiction where no
U.S. insurance groups operate, the confirmation provided to meet the requirement of subparagraph (21)(D)1.B. will serve as support
for recommendation to be published as a
jurisdiction that “recognizes and accepts” the
group capital calculation through the NAIC
Committee Process;
3. If the lead state director makes a
determination
pursuant
to
section
382.176.1(4), RSMo, that differs from the
NAIC List, the lead state director shall provide thoroughly documented justification to
the NAIC and other states; and
4. Upon determination by the lead state
director that a non-U.S. jurisdiction no
longer meets one (1) or more of the requirements to “recognize and accept” the group
capital calculation, the lead state director
may provide a recommendation to the NAIC
that the non-U.S. jurisdiction be removed
from the list of jurisdictions that “recognize
and accept” the group capital calculation.
(F) An insurance company holding system
required to file a group capital calculation
shall file it on or before August 1 of each year
in accordance with section 382.176, RSMo.
FORM A
Statement Regarding the Acquisition
of Control of or Merger
with a Domestic Insurer
_______________________________________________________
(Name of Domestic Insurer)
by
_______________________________________________________
(Name of Acquiring Person (Applicant))
Filed with the Insurance Department of
______________________________________________________
(State of domicile of insurer being acquired)
Dated:_________________, _____________
Name, title, mailing address, e-mail address,
and telephone number of individual to whom
notices and correspondence concerning this
statement should be addressed:
Item 1. Insurer and Method of Acquisition.
State the name and address of the domestic
Company Regulation
insurer to which this application relates and a
brief description of how control is to be
acquired.
Item 2. Identity and Background of the
Applicant.
(a) State the name and address of the applicant seeking to acquire control over the insurer.
(b) If the applicant is not an individual,
state the nature of its business operations for
the past five (5) years, or for such lesser period as the applicant person and any of its predecessors shall have been in existence.
Briefly describe the business intended to be
done by the applicant and the applicant’s subsidiaries.
(c) Furnish a chart or list clearly presenting the identities of and the interrelationships
among the applicant and all affiliates of the
applicant. Indicate in the chart or listing the
percentage of voting securities of each such
person which is owned or controlled by the
applicant or by any other such person. If control of any person is maintained other than by
the ownership or control of voting securities,
indicate the basis of such control. As to each
person specified in such chart or listing, indicate the type of organization (for example,
corporation, trust, partnership) and the state
or other jurisdiction of domicile. If court proceedings involving a reorganization or liquidation are pending with respect to any such
person, set forth the title of the court, nature
of proceedings, and the date when commenced.
Item 3. Identity and Background of
Individuals Associated With the Applicant.
On the biographical affidavit, include a
third party background check, and state, or
with respect to (e) have provided to the
department, the following with respect to—1)
the applicant if s/he is an individual or 2) all
persons who are directors, executive officers,
or owners of ten percent (10%) or more of
the voting securities of the applicant if the
applicant is not an individual:
(a) Name and business address;
(b) Present principal business activity,
occupation, or employment, including position and office held and the name, principal
business, and address of any corporation or
other organization in which the employment
is carried on;
(c) Material occupations, positions, offices,
or employment during the last five (5) years,
giving the starting and ending dates of each
and the name, principal business, and address
of any business operation or other corporation
in which each such occupation, position,
office, or employment was carried on; if any
such occupation, position, office, or employment required licensing by or registration with
any federal, state, or municipal governmental
agency, indicate such fact, the current status
of the licensing or registration, and an explanation of any surrender, revocation, suspension, or disciplinary proceedings in connection with the licensing or registration;
(d) Whether or not such person has ever
been convicted in a criminal proceeding
(excluding minor traffic violations) during
the last ten (10) years and, if so, give the
date, nature of conviction, name and location
of court, and penalty imposed or other disposition of the case;
(e) A character report from an independent
third party listed in the Independent Third
Parties
for
Furnishing
Background
Investigation Reports in All States document,
or its successor, maintained by the National
Association of Insurance Commissioners.
Item 4. Nature, Source, and Amount of
Consideration.
(a) Describe the nature, source, and
amount of funds or other considerations used
or to be used in effecting the merger or other
acquisition of control. If any part of the same
is represented or is to be represented by funds
or other consideration borrowed or otherwise
obtained for the purpose of acquiring, holding, or trading securities, furnish a description of the transaction, the names of the parties to the transaction, the relationship, if any,
between the borrower and the lender, the
amounts borrowed or to be borrowed, and
copies of all agreements, promissory notes,
and security arrangements relating thereto.
(b) Explain the criteria used in determining
the nature and amount of such consideration.
(c) If the source of the consideration is a
loan made in the lender’s ordinary course of
business and if the applicant wishes the identity of the lender to remain confidential, s/he
must specifically request that the identity be
kept confidential.
Item 5. Future Plans of Insurer.
Describe any plans or proposals which the
applicant may have to declare an extraordinary dividend, to liquidate such insurer, to
sell its assets to or merge it with any person
or persons, or to make any other material
change in its business operations or corporate
structure or management.
Item 6. Voting Securities to be Acquired.
State the number of shares of the insurer’s
voting securities which the applicant, its affiliates, and any person listed in Item 3, plan to
acquire, and the terms of the offer, request,
invitation, agreement, or acquisition, and a
statement as to the method by which the fairness of the proposal was arrived at.
Item 7. Ownership of Voting Securities.
State the amount of each class of any voting security of the insurer which is beneficially owned or concerning which there is a
right to acquire beneficial ownership by the
applicant, its affiliates, or any person listed in
Item 3.
Item 8. Contracts, Arrangements, or
Understandings With Respect to Voting
Securities of the Insurer.
Give the full description of any contracts,
arrangements, or understandings with respect
to any voting security of the insurer in which
the applicant, its affiliates, or any person listed in Item 3 is involved, including, but not
limited to, transfer of any of the securities,
joint ventures, loan or option arrangements,
puts or calls, guarantees of loans, guarantees
against loss or guarantees of profits, division
of losses or profits, or the giving or withholding of proxies. This description shall
identify the persons with whom the contracts,
arrangements, or understandings have been
entered into.
Item 9. Recent Purchases of Voting
Securities.
Describe any purchases of any voting securities of the insurer by the applicant, its affiliates, or any person listed in Item 3 during
the twelve (12) calendar months preceding
the filing of this statement. Include in such
description the dates of purchase, the names
of the purchasers, and the consideration paid
or agreed to be paid. State whether any
shares so purchased are hypothecated.
Item 10. Recent Recommendations to
Purchase.
Describe any recommendations to purchase any voting security of the insurer made
by the applicant, its affiliates or any person
listed in Item 3, or by anyone based upon
interviews or at the suggestion of the applicant, its affiliates, or any person listed in
Item 3 during the twelve (12) calendar
months preceding the filing of this statement.
Item 11. Agreements With Broker-Dealers.
Describe the terms of any agreement, contract, or understanding made with any broker-dealer as to solicitation of voting securities of the insurer for tender and the amount
of any fees, commission, or other compensation to be paid to broker-dealers with regard
thereto.
Item 12. Financial Statements and Exhibits.
(a) Attach financial statements, exhibits,
and three- (3-) year financial projections of
the insurer(s) to this statement as an
appendix, but list under this item the financial statements and exhibits so attached.
(b) The financial statements shall include
the annual financial statements of the persons
identified in Item 2(c) for the preceding five
(5) fiscal years (or for such lesser period as
the applicant, its affiliates, and any predecessors of the applicant shall have been in existence), and similar information covering the
period from the end of the person’s last fiscal
year, if this information is available. These
statements may be prepared on either an individual basis or, unless the director otherwise
requires, on a consolidated basis if consolidated statements are prepared in the usual
course of business.
(c) The annual financial statements of the
applicant shall be accompanied by the certificate of an independent public accountant to
the effect that the statements present fairly
the financial position of the applicant and the
results of its operations for the year then
ended, in conformity with generally accepted
accounting principles or with requirements of
insurance or other accounting principles prescribed or permitted under law. If the applicant is an insurer which is actively engaged in
the business of insurance, the financial statements need not be certified, provided they are
based on the Annual Statement of such person filed with the insurance department of the
person’s domiciliary state and are in accordance with the requirements of insurance or
other accounting principles prescribed or permitted under the law and regulations of such
state.
(d) File as exhibits copies of all tender
offers for, requests or invitations for, tenders
of, exchange offers for, and agreements to
acquire or exchange any voting securities of
the insurer and (if distributed) of additional
soliciting material relating thereto, any proposed employment, consultation, advisory, or
management contracts concerning the insurer, annual reports to the stockholders of the
insurer and the applicant for the last two (2)
fiscal years, and any additional documents or
papers required by Form A or 20 CSR 20011.101(2) and (4).
Item 13. Agreement Requirements for
Enterprise Risk Management.
Applicant agrees to provide, to the best of
its knowledge and belief, the information
required by Form F within fifteen (15) days
after the end of the month in which the acquisition of control occurs. Applicant further
agrees to annually provide Form F as
described in section 382.175 of the Act for so
long as control exists. Applicant further
acknowledges that the applicant and all subsidiaries within its control in the insurance
holding company system shall provide information to the director upon request as necessary to evaluate enterprise risk to the insurer.
Item 14. Signature and Certification.
Signature and certification required as follows:
SIGNATURE
Pursuant to the requirements of sec-
tions 382.040–382.060 of the Act_________
__________________________ has caused
this application to be duly signed on its behalf
in the City of__________________________
and State of ___________________, on the
__________ day of _________, _________.
(SEAL)
(Name of Applicant)
by
(Name)
(Title)
Attest:
(Signature of Officer)
(Title)
CERTIFICATION
The undersigned deposes and says that s/he
has duly executed the attached application
dated ________________, ___________, for
and on behalf of_______________________;
(Name of Applicant)
that s/he is the_________________________
(Title of Officer)
of___________________________________
(Name of Company)
and that s/he is authorized to execute and file
such instrument. Deponent further says that
s/he is familiar with such instrument and the
contents thereof, and that the facts therein set
forth are true to the best of his/her knowledge, information, and belief.
(Signature)
(Type or print name)
FORM B
Insurance Holding Company System
Annual Registration Statement
Filed with the Insurance Department of the
state of
by
(Name of Registrant)
On behalf of following insurance companies:
Name Address
Date___________________, ____________.
Name, title, mailing address, e-mail address,
and telephone number of individual to whom
notices and correspondence concerning this
statement should be addressed:
Item 1. Identity and Control of Registrant.
Furnish the exact name of each insurer registering or being registered (after this called
the registrant), the home office address and
principal executive offices of each; the date
on which each registrant became part of the
insurance holding company system; and the
method(s) by which control of each registrant
was acquired and is maintained.
Item 2. Organizational Chart.
Furnish a chart or listing clearly presenting
the identities of and interrelationships among
all affiliated persons with the insurance holding company system. The chart or listing
should show the percentage of each class of
voting securities of each affiliate which is
owned, directly or indirectly, by another affiliate. If control of any person within the system is maintained other than by the ownership or control of voting securities, indicate
the basis of the control. As to each person
specified in the chart or listing indicate the
type of organization (for example, corporation, trust, partnership) and the state or other
jurisdiction of domicile.
Item 3. The Ultimate Controlling Person.
As to the ultimate controlling person in the
insurance holding company system, furnish
the following information:
(a) Name;
(b) Home office address;
(c) Principal executive office address;
(d) The organizational structure of the person, that is, corporation, partnership, individual, trust, etc;
(e) The principal business of the person;
(f) The name and address of any person
who holds or owns ten percent (10%) or
more of any class of voting security, the class
of such security, the number of shares held of
record or known to be beneficially owned,
and the percentage of class so held or owned;
and
(g) If court proceedings involving a reorganization or liquidation are pending, indicate the title and location of the court, the
Company Regulation
nature of proceedings, and the date when
commenced.
Item 4. Biographical Information.
If the ultimate controlling person is a corporation, an organization, a limited liability
company, or other legal entity, furnish the
following information for the directors and
executive officers of the ultimate controlling
person: each individual’s name and address,
his/her principal occupation and all offices
and positions held during the past five (5)
years, and any conviction of crimes other
than minor traffic violations. If the ultimate
controlling person is an individual, furnish
the individual’s name and address, his or her
principal occupation and all offices and positions held during the past five (5) years, and
any conviction of crimes other than minor
traffic citations.
Item 5. Transactions and Agreements.
Briefly describe the following agreements
in force and transactions currently outstanding or which have occurred during the last
calendar year between the registrant and its
affiliates:
(a) Loans, other investments, or purchases,
sales, or exchanges of securities of the affiliates by the registrant or of the registrant by its
affiliates;
(b) Purchases, sales, or exchanges of
assets;
(c) Transactions not in the ordinary course
of business;
(d) Guarantees or undertakings for the benefit of an affiliate which result in an actual
contingent exposure of the registrant’s assets
to liability, other than insurance contracts
entered into in the ordinary course of the registrant’s business;
(e) All management agreements, service
contracts, and cost-sharing arrangements;
(f) Reinsurance agreements;
(g) Dividends and other distributions to
shareholders;
(h) Consolidated tax allocation agreements; and
(i) Any pledge of the registrant’s stock, the
stock of any subsidiary or controlling affiliate,
or both, for a loan made to any member of the
insurance holding company system.
No information need be disclosed if such
information is not material for purposes of
sections 382.100–382.180 of the Act.
Sales, purchases, exchanges, loans or
extension of credit, investments or guarantees
involving one-half (1/2) of one percent (1%)
or less of the registrant’s admitted assets as of
the 31st day of December next preceding
shall not be deemed material.
The description shall be in a manner as to
permit the proper evaluation by the director,
and shall include at least the following: the
nature and purpose of the transaction, the
nature and amounts of any payments or transfers of assets between the parties, the identity of all parties to such transaction, and relationships of the affiliated parties to the registrant.
Item
6.
Litigation
or
Administrative
Proceedings.
A brief description of any litigation or
administrative proceedings of the following
types, either then pending or concluded within the preceding fiscal year, to which the ultimate controlling person or any of its directors
or executive officers was a party, or of which
the property of any such person is or was the
subject; give the names of the parties and the
court or agency in which the litigation or proceeding is or was pending:
(a) Criminal prosecutions or administrative
proceedings by any government agency or
authority which may be relevant to the trustworthiness of any party to the prosecutions or
proceedings; and
(b) Proceedings which may have a material effect upon the solvency or capital structure of the insurance holding company system
including, but not necessarily limited to,
bankruptcy, receivership, or other corporate
reorganizations.
Item 7. Statement Regarding Plan or Series
of Transactions.
The insurer shall furnish a statement that
transactions entered into since the filing of
the prior year’s annual registration statement
are not part of a plan or series of like transactions, the purpose of which is to avoid
statutory threshold amounts and the review
that might otherwise occur.
Item 8. Financial Statements and Exhibits.
(a) Financial statements and exhibits
should be attached to this statement as an
appendix, but list under this item the financial statements and exhibits so attached.
(b) If the ultimate controlling person is a
corporation, an organization, a limited liability company, or other legal entity, the financial statements shall include the annual financial statements of the ultimate controlling
person in the holding company system as of
the end of the person’s latest fiscal year.
(c) If at the time of the initial registration,
the annual financial statements for the latest
fiscal year are not available, annual statements for the previous fiscal year may be
filed and similar financial information shall
be filed for any subsequent period to the
extent such information is available. These
financial statements may be prepared on
either an individual basis, or unless the director otherwise requires, on a consolidated
basis, if such consolidated statements are prepared in the usual course of business.
(d) Other than with respect to the foregoing,
such financial statement shall be filed in a standard form and format adopted by the National
Association of Insurance Commissioners,
unless an alternative form is accepted by the
director. Documentation and financial statements filed with the Securities and Exchange
Commission or audited GAAP financial statements shall be deemed to be an appropriate
form and format.
(e) Unless the director otherwise permits,
the annual financial statements shall be
accompanied by the certificate of an independent public accountant to the effect that the
statements present fairly the financial position of the ultimate controlling person and the
results of its operations for the year then
ended, in conformity with generally accepted
accounting principles or with requirements of
insurance or other accounting principles prescribed or permitted under law. If the ultimate controlling person is an insurer which is
actively engaged in the business of insurance,
the annual financial statements need not be
certified, provided they are based on the
annual statement such insurer filed with the
insurance department of the insurer’s domiciliary state and are in accordance with
requirements of insurance or other accounting principles prescribed or permitted under
the law and regulations of such state.
(f) Any ultimate controlling person who is
an individual may file personal financial
statements that are reviewed rather than
audited by an independent public accountant.
The review shall be conducted in accordance
with standards for review of personal financial statements published in the Personal
Financial Statements Guide by the American
Institute of Certified Public Accountants.
Personal financial statements shall be accompanied by the independent public accountant’s Standard Review Report stating that the
accountant is not aware of any material modifications that should be made to the financial
statements in order for the statements to be in
conformity with generally accepted accounting principles.
(g) Exhibits shall include copies of the latest annual reports to shareholders of the ultimate controlling person and proxy materials
used by the ultimate controlling person; and
any additional documents or papers required
by Form B or 20 CSR 200-11.101(2) and (4).
Item 9. Statement Regarding Corporate
Governance and Internal Controls
Furnish statements that the insurer’s board
of directors oversees corporate governance and
internal controls and that the insurer’s officers
or senior management have approved, implemented, and continue to maintain and monitor
corporate governance and internal control
procedures.
Item 10. Form C Required.
A Form C, Summary of Changes to
Registration Statement, must be prepared and
filed with this Form B.
Item 11. Signature and Certification.
Signature and certification required as follows:
SIGNATURE
Pursuant to the requirements of sections
382.100–382.180 of the Act, the Registrant
has caused this annual registration statement
to be duly signed on its behalf in the City
of___________________________________
_________________________ and the State
of_____________________________ on the
___________ day of ___________________,
_________.
(SEAL)
(Name of Registrant)
by
(Name)
(Title)
Attest:
(Signature of Officer)
(Title)
CERTIFICATION
The undersigned deposes and says that s/he
has duly executed the attached annual registration statement dated _________________,
_____________________________, for and on behalf of
____________________________________;
(Name of Officer)
that s/he is the_________________________
(Title of Officer)
of___________________________________
(Name of Company)
and that s/he is authorized to execute and file
such instrument. Deponent further says that
s/he is familiar with such instrument and the
contents thereof, and that the facts therein set
forth are true to the best of his/her knowledge, information, and belief.
(Signature)
(Type or print name)
FORM C
Summary of Changes to Registration
STATEMENT
Filed with the Insurance Department of the
State of
by
(Name of Registrant)
On behalf of following insurance companies:
Name Address
Date ____________________, __________
Name, title, mailing address, e-mail address,
and telephone number of individual to whom
notices and correspondence concerning this
statement should be addressed:
Furnish a brief description of all items in
the current annual registration statement
which represent changes from the prior
year’s annual registration statement. The
description shall be in a manner as to permit
proper evaluation by the director, and shall
include specific references to Item numbers
in the annual registration statement and to the
terms contained in the statement.
Changes occurring under Item 2 of Form B
insofar as changes in the percentage of each
class of voting securities held by each affiliate is concerned, need only be included
where such changes are ones which result in
ownership or holdings of ten percent (10%)
or more of voting securities, loss or transfer
of control, or acquisition or loss of partnership interest.
Changes occurring under Item 4 of Form B
need only be included where an individual is,
for the first time, made a director or executive officer of the ultimate controlling person;
a director or executive officer terminates
his/her responsibilities with the ultimate controlling person; or in the event an individual
is named president of the ultimate controlling
person.
If a transaction disclosed on the prior
year’s annual registration statement has been
changed, the nature of this change shall be
included. If a transaction disclosed on the
prior year’s annual registration statement has
been effectuated, furnish the mode of completion and any flow of funds between affiliates resulting from the transaction.
The insurer shall furnish a statement that
transactions entered into since the filing of
the prior year’s annual registration statement
are not part of a plan or series of like transactions whose purpose it is to avoid statutory
threshold amounts and the review that might
otherwise occur.
SIGNATURE AND CERTIFICATION
Signature and certification required as follows:
SIGNATURE
Pursuant to the requirements of sections
382.100–382.180 of the Act, the Registrant
has caused this summary of registration statement to be duly signed on its behalf in the
City of ___________________________and
the State of___________________________
on the ___________ day of _____________,
____________.
(SEAL)
(Name of Registrant)
by
(Name)
(Title)
Attest:
(Signature of Officer)
(Title)
CERTIFICATION
The undersigned deposes and says that s/he
has duly executed the attached summary of
registration statement dated ______________
__________________, __________, for and
on behalf of___________________________
(Name of Officer)
that s/he is the ________________________
(Title of Officer)
of___________________________________
(Name of Company)
that s/he is authorized to execute and file
such instrument. Deponent further says that
s/he is familiar with such instrument and the
Company Regulation
contents thereof, and that the facts therein set
forth are true to the best of his/her knowledge, information, and belief.
(Signature)
(Type or print name beneath)
FORM D
Prior Notice of a Transaction
Filed with the Insurance Department of the
State of______________________________
by
(Name of Registrant)
On behalf of the following insurance companies:
Name Address
Date: ________________, ______________
Name, title, mailing address, e-mail address,
and telephone number of individual to whom
notices and correspondence concerning this
statement should be addressed:
Item 1. Identity of Parties to Transaction.
Furnish the following information for each
of the parties to the transaction:
(a) Name;
(b) Home office address;
(c) Principal executive office address;
(d) The organizational structure, that is,
corporation, partnership, individual, trust,
etc;
(e) A description of the nature of the parties’ business operations;
(f) Relationship, if any, of other parties to
the transaction to the insurer filing the notice,
including any ownership or debtor/creditor
interest by any other parties to the transaction
in the insurer seeking approval, or by the
insurer filing the notice in the affiliated parties; and
(g) Where the transaction is with a nonaffiliate, the name(s) of the affiliate(s) which
will receive, in whole or in substantial part,
the proceeds of the transaction.
Item 2. Description of the Transaction.
Furnish the following information for the
transaction for which notice is being given:
(a) A statement as to whether notice is
being given under section 382.195.1(1), (2),
(3), (4), (5), (6), or (7) of the Act;
(b) A statement of the nature of the transaction;
(c) A statement of how the transaction
meets the fair and reasonable standard of section 382.190(1) of the Act; and
(d) The proposed effective date of the
transaction.
Item 3. Sales, Purchases, Exchanges, Loans,
Extensions of Credit, Guarantees, or
Investments.
Furnish a brief description of the amount
and source of funds, securities, property or
other consideration for the sale, purchase,
exchange, loan, extension of credit, guarantee, or investment, whether any provision
exists for purchase by the insurer filing
notice, by any party to the transaction, or by
any affiliate of the insurer filing notice, a
description of the terms of any securities
being received, if any, and a description of
any other agreements relating to the transaction such as contracts or agreements for services, consulting agreements and the like. If
the transaction involves consideration other
than cash, furnish a description of the consideration, its cost, and its fair market value,
together with an explanation of the basis for
valuation.
If the transaction involves a loan, extension
of credit, or a guarantee, furnish a description of the maximum amount which the insurer will be obligated to make available under
such loan, extension of credit, or guarantee,
the date on which the credit or guarantee will
terminate, and any provisions for the accrual
of or deferral of interest.
If the transaction involves investments,
guarantees, or other arrangements, state the
time period during which the investments,
guarantees, or other arrangements will
remain in effect, together with any provisions
for extensions or renewals of these investments, guarantees, or other arrangements.
Furnish a brief statement as to the effect of
the transaction upon the insurer’s surplus.
No notice need be given if the maximum
amount which at any time can be outstanding
or for which the insurer can be legally obligated under the loan, extension of credit, or
guarantee is less than—
(a) In the case of nonlife insurers, the lesser of three percent (3%) of the insurer’s
admitted assets or twenty-five percent (25%)
of surplus as regards policyholders; or
(b) In the case of life insurers, three percent (3%) of the insurer’s admitted assets,
each as of the 31st day of December next preceding.
Item 4. Loans or Extensions of Credit to a
Nonaffiliate.
If the transaction involves a loan or extension of credit to any person who is not an
affiliate, furnish a brief description of the
agreement or understanding where the proceeds of the proposed transaction, in whole
or in substantial part, are to be used to make
loans or extensions of credit to, to purchase
the assets of, or to make investments in, any
affiliate of the insurer making these loans or
extensions of credit, and specify in what
manner the proceeds are to be used to loan
to, extend credit to, purchase assets of, or
make investments in, any affiliate. Describe
the amount and source of funds, securities,
property, or other consideration for the loan
or extension of credit and, if the transaction
is one involving consideration other than
cash, a description of its cost and its fair market value, together with an explanation of the
basis for valuation. Furnish a brief statement
as to the effect of the transaction upon the
insurer’s surplus.
No notice need be given if the loan or
extension of credit is one which equals less
than, in the case of non-life insurers, the lesser of three percent (3%) of the insurer’s
admitted assets or twenty-five percent (25%)
of surplus as regards policyholders or, with
respect to life insurers, three percent (3%) of
the insurer’s admitted assets, each as of the
31st day of December next preceding.
Item 5. Reinsurance.
If the transaction is a reinsurance agreement
or modification thereto, as described by section 382.195.1(3)(b) of the Act, or a reinsurance pooling agreement or modification thereto as described by section 382.195.1(3)(a) of
the Act, furnish a description of the known
and/or estimated amount of liability to be
ceded and/or assumed in each calendar year,
the period of time during which the agreement
will be in effect, and a statement whether an
agreement or understanding exists between the
insurer and nonaffiliate to the effect that any
portion of the assets constituting the consideration for the agreement will be transferred to
one (1) or more of the insurer’s affiliates.
Furnish a brief description of the consideration involved in the transaction and brief statement as to the effect of the transaction upon
the insurer’s surplus.
No notice need be given for reinsurance
agreements or modifications thereto if the
reinsurance premium or a change in the
insurer’s liabilities, or the projected reinsurance premium or change in the insurer’s liabilities in any of the next three (3) years, in
connection with the reinsurance agreement or
modification thereto is less than five percent
(5%) of the insurer’s surplus as regards policyholders, as of the 31st day of December
next preceding. Notice shall be given for all
reinsurance pooling agreements including
modifications thereto.
Item 6. Management Agreements, Service
Agreements, Tax Allocation Agreements, and
Cost-Sharing Arrangements.
For management and service agreements,
furnish—
(a) A brief description of the managerial responsibilities or services to be performed; and
(b) A brief description of the agreement,
including a statement of its duration, together with brief descriptions of the basis for
compensation and the terms under which
payment or compensation is to be made;
For tax allocation agreements and costsharing arrangements, furnish—
(a) A brief description of the purpose of
the agreement or arrangement;
(b) A description of the period of time
during which the agreement or arrangement
is to be in effect;
(c) A brief description of each party’s
expenses or costs covered by the agreement
or arrangement;
(d) A brief description of the accounting
basis to be used in calculating each party’s
costs under the agreement or arrangement;
(e) A brief statement as to the effect of
the transaction upon the insurer’s policyholder surplus;
(f) A statement regarding the cost allocation methods that specifies whether proposed charges are based on cost or market. If
market based, furnish rationale for using
market instead of cost, including justification
for the company’s determination that
amounts are fair and reasonable; and
(g) A statement regarding compliance
with the NAIC Accounting Practices and
Procedures Manual regarding expense allocation.
Item 7. Signature and Certification.
Signature and certification required as follows:
SIGNATURE
Pursuant to the requirements of section
382.195 of the Act________________________________
__________________ has caused this application to be duly signed on its behalf in the
City of __________________________________ and State
of ____________________________ on the
__________ day of ______________, ______________.
(SEAL)
(Name of Applicant)
by
________________ _____________
(Name) (Title)
Attest:
(Signature of Officer)
(Title)
CERTIFICATION
The undersigned deposes and says that s/he
has duly executed the attached notice dated
____________________, _________________, for
and on behalf of___________________________________
(Name of Officer)
that s/he is the________________________
(Title of Officer)
of___________________________________
(Name of Company)
and that s/he is authorized to execute and file
such instrument. Deponent further says that
s/he is familiar with such instrument and the
contents thereof, and that the facts therein set
forth are true to the best of his/her knowledge, information, and belief.
(Signature)
(Type or print name)
FORM E
Pre-Acquisition Notification Form
Regarding the Potential Competitive
Impact of a Proposed Merger or
Acquisition by a Non-Domiciliary Insurer
Doing Business in this State or by a
Domestic Insurer
(Name of Applicant)
(Name of Other Person Involved in Merger
or Acquisition)
Filed with the Insurance Department of the
State of ______________________________
Name, title, mailing address, e-mail address,
and telephone number of person completing
this statement:
Item 1. Name and Address.
State the names and addresses of the persons who hereby provide notice of their
involvement in a pending acquisition or
change in corporate control.
Item 2. Name and Addresses of Affiliated
Companies.
State the names and addresses of the persons affiliated with those listed in Item 1.
Describe their affiliations.
Item 3. Nature and Purpose of The Proposed
Merger or Acquisition.
State the nature and purpose of the proposed merger or acquisition.
Item 4. Nature of Business.
State the nature of the business performed
by each of the persons identified in response
to Item 1 and Item 2.
Item 5. Market and Market Share.
State specifically what market and market
share in each relevant insurance market the
persons identified in Item 1 and Item 2 currently enjoy in this state. Provide historical
market and market share data for each person
identified in Item 1 and Item 2 for the past
five (5) years and identify the source of such
data. Provide a determination as to whether
the proposed acquisition or merger, if consummated, would violate the competitive
standards of the state as stated in section
382.095.4 of the Act. If the proposed acquisition or merger would violate competitive
standards, provide justification of why the
acquisition or merger would not substantially
lessen competition or create a monopoly in
the state.
For purposes of this question, market
means direct written insurance premium in
this state for a line of business as contained in
the annual statement required to be filed by
insurers licensed to do business in this state.
Item 6. Signature and Certification.
Signature and certification required as follows:
SIGNATURE
Pursuant to the requirements of sections
382.040.3
and
382.095
of
the
Act
____________________________________
has caused this application to be duly signed
on
its
behalf
in
the
City
of
_________________________________ and
State of ____________________________
on the __________ day of ______________,
______________.
(SEAL)
(Name of Applicant)
by
________________ _____________
(Name) (Title)
Attest:
(Signature of Officer)
(Title)
Company Regulation
CERTIFICATION
The undersigned deposes and says that s/he
has duly executed the attached notice dated
_______________, _________________, for
and on behalf of _______________________
(Name of Officer)
that s/he is the _____________________ of
(Title of Officer)
(Name of Company)
and that s/he is authorized to execute and file
such instrument. Deponent further says that
s/he is familiar with such instrument and the
contents thereof, and that the facts therein set
forth are true to the best of his/her knowledge, information, and belief.
(Signature)
(Type or print name)
FORM F
Enterprise Risk Report
Filed with the Insurance Department of the
State of ___________________________ by
____________________________________
(Name of Registrant/Applicant)
On behalf of/related to the following insurance companies:
Name Address
Date: ________________, ______________
Name, title, mailing address, e-mail address,
and telephone number of individual to whom
notices and correspondence concerning this
statement should be addressed:
Item 1. Enterprise Risk.
(1) The registrant/applicant, to the best of
its knowledge and belief, shall provide information regarding the following areas that could
produce enterprise risk as defined in section
382.010(4) of the Act, provided such information is not disclosed in the Insurance Holding
Company
System
Annual
Registration
Statement filed on behalf of itself or another
insurer for which it is the ultimate controlling
person:
(A) Any material developments regarding strategy, internal audit findings, compliance, or risk management affecting the insurance holding company system;
(B) Acquisition or disposal of insurance
entities and reallocation of existing financial
or insurance entities within the insurance
holding company system;
(C) Any changes of shareholders of the
insurance holding company system exceeding
ten percent (10%) or more of voting securities;
(D) Developments in various investigations, regulatory activities, or litigation that
may have a significant bearing or impact on
the insurance holding company system;
(E) Business plan of the insurance holding company system and summarized strategies for the next twelve (12) months;
(F) Identification of material concerns of
the insurance holding company system raised
by the supervisory college, if any, in the last
year;
(G) Identification of insurance holding
company system capital resources and material distribution patterns;
(H) Identification of any negative movement, or discussions with rating agencies
which may have caused, or may cause, potential negative movement in the credit ratings
and individual insurer financial strength ratings assessment of the insurance holding
company system, including both the rating
score and outlook;
(I) Information on corporate or parental
guarantees throughout the holding company
and expected sources of liquidity should such
guarantees be called upon; and
(J) Identification of any material activity
or development of the insurance holding company system that, in the opinion of senior
management, could adversely affect the
insurance holding company system.
(2) The registrant/applicant may attach the
appropriate form most recently filed with the
U.S. Securities and Exchange Commission,
provided the registrant/applicant includes
specific references to those areas listed in
Item 1 for which the form provides responsive information. If the registrant/applicant is
not domiciled in the U.S., it may attach its
most recent public audited financial statement
filed in its country of domicile, provided the
registrant/applicant includes specific references to those areas listed in Item 1 for which
the financial statement provides responsive
information.
Item 2. Obligation to Report. If the registrant/applicant has not disclosed any information pursuant to Item 1, the registrant/applicant shall include a statement affirming that,
to the best of its knowledge and belief, it has
not identified enterprise risk subject to disclosure pursuant to Item 1.
Item 3. Signature and Certification.
Signature and certification required as follows:
SIGNATURE
Pursuant to the requirements of section
382.175 of the Act _____________________
has caused this application to be duly signed
on
its
behalf
in
the
City
of
________________________________ and
State of ____________________________
on the __________ day of ______________,
______________.
(SEAL)
(Name of Applicant)
by
________________ _____________
(Name) (Title)
Attest:
(Signature of Officer)
(Title)
AUTHORITY: sections 374.045 and 382.240,
RSMo 2016, and section 382.176, RSMo
Supp. 2021.* Original rule filed April 29,
1992, effective Dec. 3, 1992. Amended: Filed
Nov. 23, 1998, effective July 30, 1999.
Amended: Filed June 14, 2001, effective Dec.
30, 2001. Amended: Filed April 17, 2006,
effective Oct. 30, 2006. Emergency amendment filed Dec. 1, 2015, effective Jan. 1,
2016, expired June 29, 2016. Amended: Filed
Dec. 1, 2015, effective May 30, 2016.
Amended: Filed Aug. 30, 2021, effective April
30, 2022.
*Original authority: 374.045, RSMo 1967, amended
1993, 1995, 2008; 382.176, RSMo 2021; and 382.240,
RSMo 1971.