230-RICR-20-45-1
230-RICR-20-45-1. Insurance Holding Company Systems (version Periodic Refile, 12/19/2001 to 04/12/2012)
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Reg. # 17
State of Rhode Island and Providence Plantations
DEPARTMENT OF BUSINESS REGULATION
Division of Insurance
233 Richmond Street
Providence, RI 02903
INSURANCE REGULATION 17
INSURANCE HOLDING COMPANY SYSTEMS
Table of Contents
Section 1
Authority
Section 2
Purposes
Section 3
Severability Clause
Section 4
Forms -- General Requirements
Section 5
Forms -- Incorporation by Reference, Summaries and Omissions
Section 6
Forms -- Information Unknown or Unavailable and Extension of
Time to Furnish
Section 7
Forms -- Additional Information and Exhibits
Section 8
Forms -- Amendments
Section 9
Definitions
Section 10
Acquisition of Control -- Statement Filing
Section 11
Amendments
Section 12
Acquisition of R.I. Gen. Laws § 27-35-2(a)(1) Insurers
Section 13
Exemptions
Section 14
Registration of Insurers -- Statement Filing
Section 15
Amendments
Section 16
Alternative and Consolidated Registrations
Section 17
Exemptions
Section 18
Disclaimers and Termination of Registration
Section 19
Summary of Registration -- Statement Filing
Section 20
Transactions Subject to Prior Notice -- Notice Filing
Section 21
Extraordinary Dividends and Other Distributions
Section 22
Adequacy of Surplus
Section 23
Filing of Agreements with Affiliates
Section 24
Effect of Failure to File Agreements
Section 25
Investigation and Order as to Transaction Between Affiliates
Form A
Statement Regarding the Acquisition of Control of or Merger with a
Domestic Insurer
Form B
Insurance Holding Company Systems Registration Statement
Form C
Summary of Registration
Form D
Prior Notice of a Transaction
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Section 1
Authority
These Regulations are promulgated pursuant to the authority granted by R.I. Gen.
Laws § 27-35-7.
Section 2
Purpose
The purpose of this Regulation is: to set forth rules and procedural requirements
which the Commissioner deems necessary to carry out the provisions of R.I. Gen. Laws
§§ 27-35-1 et seq. The information called for by this Regulation is hereby declared to be
necessary and appropriate in the public interest and for the protection of policyholders
and shareholders in this State.
Section 3
Severability Clause
If any provision of this Regulation, or the application thereof to any person or
circumstance, is held invalid, such invalidity shall not affect other provisions or
applications of this Regulation which can be given effect without the invalid provision or
application, and to that end the provisions of these regulations are severable.
Section 4
Forms -- General Requirements
(a)
Forms A, B, C, and D are intended to be guides in the preparation of the
statements required by R.I. Gen. Laws §§ 27-35-2 through 27-35-4. They
are not intended to be blank forms which are to be filled in. The
statements filed shall contain the numbers and captions of all items, but
the text of the items may be omitted provided the answers thereto are so
prepared as to indicate to the reader the coverage of the items without the
necessity of his referring to the text of the items or the instructions thereto.
All instructions, whether appearing under the items of the form or
elsewhere therein, are to be omitted. Unless expressly provided otherwise,
if any item is inapplicable or the answer thereto is in the negative, an
appropriate statement to that effect shall be made.
(b)
One (1) complete copy of each statement including exhibits and all other
papers and documents filed as a part thereof, shall be filed with the
Commissioner by personal delivery or mail addressed to: Insurance
Commissioner of the State of Rhode Island, 233 Richmond Street,
Providence, Rhode Island 02903. At least one (1) of the copies shall be
manually 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 similar authority, a copy of such power of
attorney or other authority shall also be filed with the statement.
(c)
Statements should be prepared on paper 8 1/2" X 11" or 8 1/2" X 14" in
size and preferably bound at the top or the top left-hand corner. Exhibits
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and financial statements, unless specifically prepared for the filing, may be
submitted in their original size. All copies of any statement, financial
statements, or exhibits shall be clear, easily readable and suitable for
photocopying. Debits in credit categories and credits in debit categories
shall be designated 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.
Section 5
Forms -- Incorporation by Reference, Summaries and Omissions
(a)
Information required by any item of Form A, Form B or Form D 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 Form A, Form B or Form D provided such document or paper
is filed as an exhibit to the statement. Excerpts of documents may be filed
as exhibits if the documents are extensive. Documents already on file with
the Commissioner 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 such
material is to be incorporated by reference in answer to the item. Matter
shall not be incorporated by reference in any case where such
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 most important
provisions of the document. In addition to such statement, the summary or
outline may incorporate by reference particular parts of any exhibit or
document on file with the Commissioner and may be qualified in its
entirety by such 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 of such documents need be filed with a
schedule identifying the omitted documents and setting forth the material
details in which such documents differ from the documents a copy of
which is filed.
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Section 6
Forms -- Information Unknown or Unavailable and Extension of Time
to Furnish
(a)
Information required need be given only insofar as it is known or
reasonably available to the person filing the statement. If any required
information is unknown and not reasonably available to the person filing,
either because the obtaining thereof would involve unreasonable effort or
expense, or because it rests peculiarly within the knowledge of another
person not affiliated with the person filing, the information may be
omitted, subject to the following conditions:
(1)
The person filing shall give such information on the subject as it
possesses or can acquire without unreasonable effort or expense,
together with the sources thereof; and
(2)
The person filing shall include a statement either showing that
unreasonable effort or expense would be involved or indicating the
absence of any affiliation with the person within whose knowledge
the information rests and stating the result of a request made to
such person for the information.
(b)
If it is impractical to furnish any required information, document or report
at the time it is required to be filed, there may be filed with the
Commissioner as a separate document an application (1) identifying the
information, document or report in question, (2) stating why the filing
thereof at the time required is impractical, and (3) requesting an extension
of time for filing the information, document or report to a specified date.
The application shall be deemed granted unless the Commissioner within
fifteen (15) working days after receipt thereof, shall enter an order denying
the application.
Section 7
Forms -- Additional Information and Exhibits
In addition to the information expressly required to be included in Form A, Form
B, Form C and Form D, there shall be added such further material information, if any, as
may be necessary to make the information contained therein not misleading. The person
filing may also file such exhibits as it may desire in addition to those expressly required
by the statement. Such exhibits shall be so marked as to indicate clearly the subject
matters to which they refer.
Section 8
Forms -- Amendments
Any amendment for Form A, Form B, Form C, or Form D shall include on the top
of the cover page the phrase: "Amendment No. ______ to" and shall indicate the date of
the amendment and not the date of the original filing.
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Section 9
Definitions
(a)
"Executive officer" means any individual charged with active management
and control in an executive capacity (including a president, vice president,
treasurer, secretary, controller, and any other individual performing
functions corresponding to those performed by the foregoing officers) of a
person, whether incorporated or unincorporated.
(b)
"Foreign insurer" shall include an alien insurer except where clearly noted
otherwise.
(c)
"Ultimate controlling person" means that person which is not controlled
by any other person.
(d)
"Affiliate" shall mean and include in addition to R.I. Gen. Laws § 27-35-
1(a) any person with whom an insurer has a management or service
contract or arrangement of the character set forth in Section 23 of this
Regulation, including contracts for personnel service with persons not
otherwise affiliated.
(e)
Unless the context otherwise requires, other terms found in these
regulations and in R.I. Gen. Laws § 27-35-1 are used as defined in the
said R.I. Gen. Laws § 27-35-1. Other nomenclature or terminology is
according to the Insurance Code, or industry usage if not defined by the
Code.
Section 10
Acquisition of Control -- Statement Filing
A person required to file a statement pursuant to R.I. Gen. Laws § 27-35-2 shall
furnish the required information on Form A, hereby made a part of this regulation.
Section 11
Amendments
The applicant shall promptly advise the Commissioner of any changes in the
information so furnished arising subsequent to the date upon which such information was
furnished but prior to the Commissioner's disposition of the application.
Section 12
Acquisition of Section 27-35-2(a)(1) Insurers
(a)
If the person being acquired is a "domestic insurer" solely because of the
provisions of R.I. Gen. Laws § 27-35-2(a)(1) , the name of the domestic
insurer on the cover page should be indicated as follows:
"ABC Insurance Company, a subsidiary of XYZ Holding Company."
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(b)
Where a R.I. Gen. Laws § 27-35-2(a)(1) 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.
Section 13
Exemptions
No statement need be filed and no approval by the Commissioner is required
pursuant to R.I. Gen. Laws § 27-35-2 if the company being acquired is considered a
domestic insurer solely by reason of R.I. Gen. Laws § 27-35-2 and provided such
acquisition is subject to disclosure requirements in said company's state of domicile
substantially similar to those imposed by R.I. Gen. Laws § 27-35-2.
Section 14
Registration of Insurers -- Statement Filing
An insurer required to file a statement pursuant to R.I. Gen. Laws § 27-35-3 shall
furnish the required information on Form B, hereby made a part of these regulations.
Section 15
Amendments
(a)
An amendment to Form B shall be filed within fifteen (15) days after the
end of any month in which the following occurs:
(1)
there is a change in the control of the registrant, in which case the
entire Form B shall be made current;
(2)
there is a material change in the information given in Item 5 or
Item 6.
(b)
An amendment to Form B shall be filed within one hundred twenty (120)
days after the end of each fiscal year of the ultimate controlling person of
the insurance holding company system. Such amendment shall make
current all information in Form B.
Section 16
Alternative and Consolidated Registrations
(a)
Any authorized insurer may file a registration statement on behalf of any
affiliated insurer or insurers which are required to register under R.I. Gen.
Laws § 27-35-3. A registration statement may include information
regarding any insurer in the insurance holding company system even if
such insurer is not authorized to do business in this State. In lieu of filing a
registration statement on Form B, the authorized insurer may file a copy of
the 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
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(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 a registration statement or report in lieu of Form B on
behalf of an affiliated insurer, shall set forth a simple 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 Commissioner, an unauthorized insurer may
follow any of the procedures which could be done by an authorized insurer
under paragraph (a) above.
(d)
Any insurer may take advantage of the provisions of R.I. Gen. Laws §§
27-35-3(f) or 27-35-3(g) without obtaining the prior approval of the
Commissioner. The Commissioner, however, reserves the right to require
individual filings if he deems such filings necessary in the interest of
clarity, ease of administration or the public good.
Section 17
Exemptions
(a)
A foreign or alien insurer otherwise subject to R.I. Gen. Laws § 27-35-3
shall not be required to register pursuant to R.I. Gen. Laws § 27-35-3 if it
is admitted in the domiciliary State of the principal insurer (as that term is
defined in Section 16 of this Regulation) and in said State if subject to
disclosure requirements and standards adopted by statute or regulation
which are substantially similar to those contained in R.I. Gen. Laws § 27-
35-3, provided, the Commissioner may require a copy of the registration
statement or other information filed with the domiciliary state; or
(b)
The State of entry of an alien insurer shall be deemed to be its domiciliary
State for the purposes of R.I. Gen. Laws § 27-35-3.
(c)
Any insurer not otherwise exempt or excepted from R.I. Gen. Laws § 27-
35-3 may apply for an exemption from the requirements of R.I. Gen. Laws
§ 27-35-3 by submitting a statement to the Commissioner setting forth its
reasons for being exempt.
Section 18
Disclaimers and Termination of Registration
(a)
A disclaimer of affiliation or request for termination of registration
claiming that a person does not, or will not upon the taking of some
proposed action, control another person (hereinafter referred to as the
"subject") shall contain the following information:
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(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 such 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 such 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
such person;
(4)
a statement explaining why such person should not be considered
to control the subject.
(b)
A disclaimer or a request for termination of registration shall be deemed to
have been granted unless the Commissioner, within ten (10) days after he
receives the request, notifies the registrant otherwise.
Section 19
Summary of Registration -- Statement Filing
An insurer required to file an annual registration statement pursuant to R.I. Gen.
Laws § 27-35-3 is also required to furnish information required on Form C, hereby made
a part of these regulations. An insurer shall file a copy of Form C in each state in which
the insurer is authorized to do business, if requested by the Commissioner of that state.
Section 20
Transactions Subject to Prior Notice -- Notice Filing
An insurer required to give notice of a proposed transaction pursuant to R.I. Gen.
Laws § 27-35-4 shall furnish the required information on Form D, hereby made a part of
this Regulation.
Section 21
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 date established for payment of the dividend;
(2)
a statement as to whether the dividend is to be in cash or other
property and, if in property, a description thereof, its cost, and its
fair market value together with an explanation of the basis for
valuation;
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(3)
the amounts and dates of all dividends (including regular
dividends) 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;
(4)
a balance sheet and statement of income for the period intervening
from the last annual statement filed with the Commissioner and the
end of the month preceding the month in which the request for
dividend approval is submitted;
(5)
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)
The payment of an extraordinary dividend by an insurer whose total
liabilities, as calculated for National Association of Insurance
Commissioners annual statement purposes, are less than ten percent (10%)
of its assets both before and after payment thereof is deemed automatically
approved. The insurer, however, shall give written notice to the
Commissioner of the declaration pursuant to R.I. Gen. Laws § 27-35-3(d).
Section 22
Adequacy of Surplus
The factors set forth in R.I. Gen. Laws § 27-35-4(b) are not intended to be an
exhaustive list. In determining the adequacy and reasonableness of an insurer's surplus no
single factor shall be controlling. The Commissioner, 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 Commissioner will consider
the extent to which each of these factors varies from company to company and in
determining the quality and liquidity of investments in subsidiaries, the Commissioner
will consider the individual subsidiary and may discount or disallow its valuation to the
extent that the individual investments so warrant.
Section 23
Filing of Agreements with Affiliates
The original or a verified copy of any contract or arrangement and of any
modification thereof or a verified summary of any unwritten contract or arrangement, the
consideration of which exceeds ten thousand dollars ($10,000), hereafter entered into
between an insurer and an affiliate providing for the furnishing of managerial,
supervisory, construction, engineering, information, accounting, purchasing, financial, or
any other services, either to or by an insurer or an affiliate, shall be filed by the insurer
with the Commissioner within ten (10) days after the date on which the contract is
executed or the arrangement entered into. The Commissioner may also require an insurer
to file in such form as the Commissioner may require full information with respect to any
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purchase from or sale to an affiliate, whether or not made in pursuance of a continuing
contract or arrangement.
Section 24
Effect of Failure to File Agreements
Any contract or arrangement not filed with the Commissioner pursuant to Section
23 of this Regulation shall be unenforceable and the Commissioner may petition the
Superior Court for the County of Providence for an order voiding such contract. Any
payments made or to be made thereunder shall be disallowed and reversed by the
Commissioner notwithstanding any reliance or consequential damages incurred by the
company, its officers, directors, employees, shareholders, or other persons associated
with company unless the later filing thereof is approved in writing by the Commissioner.
Section 25
Investigation and Order as to Transaction Between Affiliates
The Commissioner shall have full power and authority to investigate any contract,
arrangement, purchase, or sale, and if the Commissioner, after notice and hearing, shall
find the contract, arrangement, purchase, or sale to be unjust or unreasonable, the
Commissioner may make such reasonable order relating thereto as the public good
requires. In any such investigation the burden shall be on the insurer or affiliate to prove
the reasonableness of any contract, arrangement, purchase, or sale with, from, or to an
affiliate. If the insurer shall fail to satisfy the Commissioner of the reasonableness of any
contract, arrangement, purchase, or sale, the Commissioner may disapprove the same, or
disallow payments thereunder or such part of any payment as the Commissioner shall
find to be unjust or unreasonable, or both disapprove and disallow as aforesaid. No
payment disallowed by the Commissioner shall be capitalized or included as an operating
cost of the insurer in the fixing of rates or as an asset in fixing a rate base. If, in any
investigation, the insurer or affiliate shall unreasonably refuse to comply with any request
of the Commissioner for information with respect to relevant accounts and records,
whether of the insurer or any affiliate, any portion of which may be applicable to any
transaction under investigation, so that such parts thereof as the Commissioner may deem
material may be made part of the record, the refusal shall justify the Commissioner in
disapproving the transaction under investigation and disallowing payments in pursuance
thereof.
EFFECTIVE DATE:
May 1, 1969
AMENDED:
May 1, 1975
August 6, 1984
REFILED:
December 19, 2001
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Form A
Statement Regarding the Acquisition of Control of or Merger with a
Domestic Insurer
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 Rhode Island
Dated: _____________________________________________
Name, Title, 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 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 such person and any
predecessors thereof shall have been in existence. Briefly describe the business intended
to be done by the applicant and the applicant's subsidiaries.
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(c)
Furnish a chart or listing clearly presenting the identities of the inter-
relationships among the applicant and all affiliates of the applicant. No affiliate need be
identified if its total assets are equal to less than one half (½) of one percent (1%) of the
total assets of the ultimate controlling person affiliated with the applicant. Indicate in
such 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 (e.g. -- corporation, trust, partnership) and the state or other jurisdiction
of domicile. If court proceedings looking toward a reorganization or liquidation are
pending with respect to any such person, indicate which person, and 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.
State the following with respect to (1) the applicant if 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 such 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 corporation or other organization 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 such
licensing or registration, and an explanation of any surrender, revocation, suspension or
disciplinary proceedings in connection therewith;
(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.
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
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a description of the transaction, the names of the parties thereto, 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 to remain confidential, he must
specifically request that the identity be kept confidential.
Item 5.
FUTURE PLANS FOR 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 a 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
persons 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. Such description shall identify the persons with whom such
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
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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 therefor. State whether
any such 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, commissions or other compensation to be paid to broker-dealers with
regard thereto.
Item 12.
FINANCIAL STATEMENTS AND EXHIBITS.
(a)
Financial statements and exhibits shall be attached 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 fiscal years (or for such lesser
period as such applicant and its affiliates and any predecessors thereof shall have been in
existence), and similar information covering the period from the end of such person's last
fiscal year, if such information is available. Such statements may be prepared on either an
individual basis, or, unless the Commissioner otherwise requires, on a consolidated basis
if such consolidated statements are prepared in the usual course of business.
The annual financial statements of the applicant shall be accompanied by the
certificate of an independent public accountant to the effect that such 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.
(c)
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
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concerning the insurer; annual reports to the stockholders of the insurer and the applicant
for the last two fiscal years; and any additional documents or papers required by Form A
or Sections 4 and 6 of this Regulation.
Item 13.
SIGNATURE AND CERTIFICATION.
Signature and certification of the following form:
SIGNATURE
Pursuant to the requirements of R.I. Gen. Laws § 27-35-2 and the Regulation
thereunder ____________________________ has caused this application to be duly
(Name of Applicant)
signed on its behalf in the City of _______________ and State of _____________ , on
the day of ______________ , 19 ___ .
(SEAL)
____________________________
Name of Applicant
By _________________________
(Name)
(Title)
Attest:
_______________________________
(Signature of Officer)
_____________________________
(Title)
CERTIFICATION
The undersigned deposes and says that he has duly executed the attached
application dated ________________ , for and on behalf of
_________________________________ :
(Name of Applicant)
that he is the _______________________________ of such company, and that he is
authorized to execute
(Title of Officer)
and file such instrument. Deponent further says that he is familiar with such instrument
and the contents thereof, and that the facts therein set forth are true to the best of his
knowledge, information and belief.
Page 16 of 30
Reg. # 17
(Signature)
____________________________________________________________
(Type or print name beneath) ______________________________________________
______________________________________________
Page 17 of 30
Reg. # 17
Form B
Insurance Holding Company Systems Registration Statement
FORM B
INSURANCE HOLDING COMPANY SYSTEM REGISTRATION STATEMENT
Filed with the Insurance Department of the State of Rhode Island
By
____________________________________________________________
Name of Registrant
On Behalf of the Following Insurance Companies
Name
Address
________________________________________________________________________
________________________________________________________________________
________________________________________________________________________
________________________________________________________________________
________________________________________________________________________
Date: _____________________________________
Name, Title, Address and telephone number of Individual to Whom Notices
and Correspondence Concerning This Statement Should Be Addressed:
________________________________________________________________________
________________________________________________________________________
________________________________________________________________________
________________________________________________________________________
________________________________________________________________________
Page 18 of 30
Reg. # 17
Item 1.
IDENTITY AND CONTROL OF REGISTRANT.
Furnish the exact name of each insurer registering or being registered (hereinafter
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 within the insurance holding company system. No affiliate
need be shown if its total assets are equal to less than one half (½) of one percent (1%) of
the total assets of the ultimate controlling person within 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 such control. As to each person specified in such
chart or listing indicate the type of organization (e.g., 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, i.e., 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.
(g)
If court proceedings looking toward a reorganization or liquidation are
pending, indicate the title and location of the court, the nature of proceedings and the date
when commenced.
Page 19 of 30
Reg. # 17
Item 4.
BIOGRAPHICAL INFORMATION.
Furnish the following information for the directors and executive officers of the
ultimate controlling person: the individual's name and address, his principal occupation
and all offices and positions held during the past five years, and any conviction of crimes
other than minor traffic violations during the past ten years.
Item 5.
TRANSACTIONS, RELATIONSHIPS AND AGREEMENTS.
(a)
Briefly describe the following agreements in force, relationships
subsisting, and transactions currently outstanding between the Registrant and its
affiliates:
(1)
Loans, other investments, or purchases, sales or exchanges of
securities of the affiliates by the Registrant or of the Registrant by
its affiliates;
(2)
Purchases, sales or exchanges of assets;
(3)
Transactions not in the ordinary course of business;
(4)
Guarantees or undertakings for the benefit of an affiliate which
result in an actual contingent exposure of the Registrant's asset to
liability, other than insurance contracts entered into in the ordinary
course of the Registrant's business;
(5)
All management and service contracts and all cost sharing
arrangements, other than cost allocation arrangements based upon
generally accepted accounting principles; and
(6)
Reinsurance agreements covering all or substantially all of one or
more lines of insurance of the ceding company.
No information need be disclosed if such information is not material. Sales,
purchases, exchanges, loans or extensions of credit or investments involving one-half (½)
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 thereof by
the Commissioner, 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 relationship of the affiliated
parties to the Registrant.
Item 6.
LITIGATION OR ADMINISTRATIVE PROCEEDINGS.
Page 20 of 30
Reg. # 17
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 such 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 thereto;
and
(b)
Proceedings which may have a material effect upon the solvency or capital
structure of the ultimate holding company including, but not necessarily limited to,
bankruptcy, receivership or other corporate reorganizations.
Item 7.
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)
The financial statements shall include the annual financial statements of
the ultimate controlling person in the insurance holding company system as of the end of
the person's latest fiscal year.
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.
Such financial statements may be prepared on either an individual basis, or unless
the Commissioner otherwise requires, on a consolidated basis if such consolidated
statements are prepared in the usual course of business.
Unless the Commissioner otherwise permits, the annual financial statements shall
be accompanied by the Certificate of an independent public accountant to the effect that
such 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 of 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.
Page 21 of 30
Reg. # 17
(c)
Exhibits shall include copies of the latest annual reports to shareholders of
the ultimate controlling person and proxy material used by the ultimate controlling
person; and any additional documents or papers required by Form B or Sections 4 and 6
of this Regulation.
Item 9.
FORM C REQUIRED
A Form C, summary of Registration Statement, must be prepared and filed with
this Form B.
SIGNATURE
Pursuant to the requirements of R.I. Gen. Laws § 27-35-3 and the Regulation
thereunder the Registrant has caused this registration statement to be duly signed on its
behalf in the City of _______________ and State of _____________ , on the day of
______________ , 19 ___ .
(SEAL)
____________________________
Name of Registrant
By
_________________________
(Name)
(Title)
Attest:
_______________________________
(Signature of Officer)
_____________________________
(Title)
CERTIFICATION
The undersigned deposes and says that he has duly executed the attached
application dated __________________ , for and on behalf of
______________________ : that he is the _______________________________ of
(Name of Company)
(Title of Officer)
such company, and that he is authorized to execute and file such instrument. Deponent
further says that he is familiar with such instrument and the contents thereof, and that the
facts therein set forth are true to the best of his knowledge, information and belief.
(Signature)
__________________________________________________________
(Type or print name beneath) ______________________________________________
______________________________________________
Page 22 of 30
Reg. # 17
===============================================================
Page 23 of 30
Reg. # 17
Form C
Summary of Registration
FORM C
Filed with the Insurance Department of the State of Rhode Island
By
______________________
Name of Registrant
On Behalf of Following Insurance Companies
Name
Address
________________________________________________________________________
________________________________________________________________________
________________________________________________________________________
________________________________________________________________________
Date: __________________ 19 __
Name, Title, Address and Telephone Number of Individual to Whom Notice and
Correspondence Concerning This Statement Should Be Addressed:
________________________________________________________________________
________________________________________________________________________
________________________________________________________________________
Furnish a brief description of all items in the current registration statement which
represent changes from the prior year's registration statement. The description shall be in
a manner as to permit the proper evaluation thereof by the Commissioner, and shall
include specific references to Item numbers in the annual registration statement and to the
terms contained therein.
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 10
percent (10%) or more of voting securities, loss or transfer of control, or acquisition or
loss of partnership interest.
Page 24 of 30
Reg. # 17
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 or 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 such 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 required as follows:
SIGNATURE
Pursuant to the requirements of R.I. Gen. Laws § 27-35-3, the Registrant has
caused this summary of registration statement to be duly signed on its behalf in the City
of _____________ and 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 he has duly executed the attached
summary of registration statement dated __________________ , for and on behalf of
_____________________________ : that he is the __________________________ of
(Name of Company)
(Title of Officer)
Page 25 of 30
Reg. # 17
such company, and that he is authorized to execute and file such instrument. Deponent
further says that he is familiar with such instrument and the contents thereof, and that the
facts therein set forth are true to the best of his knowledge, information and belief.
(Signature)
__________________________________________________________
(Type or print name beneath) ______________________________________________
______________________________________________
===============================================================
Page 26 of 30
Reg. # 17
Form D
Prior Notice of a Transaction
FORM D
Filed with the Insurance Department of the State of Rhode Island
By
________________________
Name of Registrant
On Behalf of Following Insurance Companies
Name
Address
________________________________________________________________________
________________________________________________________________________
________________________________________________________________________
________________________________________________________________________
Date: ______________________
Name, Title, Address and telephone number of Individual to Whom Notice 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.
Page 27 of 30
Reg. # 17
(d)
The organizational structure, i.e. 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.
(g)
Where the transaction is with a non-affiliate, 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 each transaction for which notice is being
given:
(a)
A statement as to whether notice is being given under R.I. Gen. Laws §
27-35-4(b)(1), (2), (3), (4), or (5).
(b)
A statement of the nature of the transaction.
(c)
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 other than cash, furnish a
description of the consideration, its costs and its fair market value, together with an
explanation of the basis for evaluation.
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.
Page 28 of 30
Reg. # 17
If the transaction involves an investment, guarantee or other arrangement, state
the time period during which the investment, guarantee or other arrangement will remain
in effect, together with any provisions for extensions or renewals of such investments,
guarantees or 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 can at any time 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 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, (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 NON-AFFILIATE.
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 whereby 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 such 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 duns, 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 evaluation. 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 3% of the insurer's admitted assets or
25% of surplus as regards policyholders or, with respect to life insurers, 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 R.I. Gen. Laws § 27-35-4(b)(3), 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 non-affiliate to the effect that any portion of
the assets constituting the consideration for the agreement will be transferred to one or
more of the insurer's affiliates. Furnish a brief description of the consideration involved
in the transaction, and a 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 in connection with the
Page 29 of 30
Reg. # 17
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.
Item 6.
MANAGEMENT AGREEMENTS, SERVICE AGREEMENTS AND
COST-SHARING ARRANGEMENTS.
For management and service agreements, furnish:
(a)
a brief description of the managerial responsibilities, or services to
be performed.
(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 cost-sharing arrangements, furnish:
(a)
a brief description of the purpose of the agreement.
(b)
a description of the period of time during which the agreement is to
be in effect.
(c)
a brief description of each party's expenses or costs covered by the
agreement.
(d)
a brief description of the accounting basis to be used in calculating
each party's costs under the agreement.
Item 7.
SIGNATURE AND CERTIFICATION.
Signature and certification required as follows:
SIGNATURE
Pursuant to the requirements of R.I. Gen. Laws § 27-35-4,
_________________________ has caused this notice to be duly signed on its behalf in
the City of _______________ and State of _____________ , on the day of
______________ , 19 ___ .
(SEAL)
____________________________
Name of Applicant
By _________________________
(Name)
(Title)
Page 30 of 30
Reg. # 17
Attest:
_______________________________
(Signature of Officer)
_____________________________
(Title)
CERTIFICATION
The undersigned deposes and says that he has duly executed the attached notice
dated _________________ , for and on behalf of ___________________________ :
(Name of Applicant)
that (s) he is the _______________________________ of such company, and that (s) he
(Title of Officer)
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 beneath) ______________________________________________
______________________________________________