230-RICR-20-45-1
230-RICR-20-45-1. Insurance Holding Company Systems (version Technical Revision, 04/12/2012 to 01/04/2022)
1.1 Authority
This Part is promulgated
pursuant to the authority granted by R.I. Gen. Laws § 27-35-7.
1.2 Purpose
The purpose of this Part is
to set forth rules and procedural requirements which the Commissioner
deems necessary to carry out the provisions of R.I. Gen. Laws Chapter
27-35. The information called for by this Part is hereby declared to
be necessary and appropriate in the public interest and for the
protection of the policyholders in this State.
1.3 Severability Clause
If any provision of this
Part, or the application thereof to any person or circumstance, is
held invalid, such determination shall not affect other provisions or
applications of this Part which can be given effect without the
invalid provision or application, and to that end the provisions of
these regulations are severable.
1.4 Forms -- General Requirements
A. Forms A, B, C, D, E and F
(§§ 1.23 through 1.28 of this Part) 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 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 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: State of Rhode Island.
Department of Business Regulation, Insurance Division, Financial
Analysis Section. 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 similar authority, a copy of the power of
attorney or other authority shall also be filed with the statement.
C. If an applicant requests a
hearing on a consolidated basis under R.I. Gen. Laws § 27-35-2(d),
in addition to filing the Form A with the department, the applicant
shall file a copy of Form A (§ 1.23 of this Part) with the National
Association of Insurance Commissioners (NAIC) in electronic form.
D. Statements should be
prepared electronically. Statements shall be easily readable and
suitable for review and reproduction. 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.
1.5 Forms -- Incorporation by Reference, Summaries and Omissions
A. Information required by any
item of Form A, Form B, Form D, Form E or Form F (§§ 1.23, 1.24,
1.26, 1.27, and 1.28 of this Part) 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, Form D, Form E or Form F (§§ 1.23, 1.24, 1.26,
1.27, and 1.28 of this Part) 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 Commissioner 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 such 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 the statement, the summary or outline may
incorporate by reference particular parts of any exhibit or document
currently on file with the Commissioner which was filed within three
(3) years 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 the documents need be filed with a schedule
identifying the omitted documents and setting forth the material
details in which the documents differ from the documents, a copy of
which is filed.
1.6 Forms -- Information
Unavailable and Extension of Time to Furnish
A. 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 Commissioner a
separate document:
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 request for extension shall be deemed granted unless the
Commissioner within thirty (30) days after receipt thereof enters an
order denying the request.
1.7 Forms -- Additional
Information and Exhibits
In addition to the
information expressly required to be included in Form A, Form B, Form
C, Form D, Form E and Form F, the Commissioner may request 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. The 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 (§§ 1.23 through 1.28 of this
Part) 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.
1.8 Definitions
A. "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.
B. "Ultimate controlling
person” means that person which is not controlled by any other
person.
C. Unless the context
otherwise requires, other terms found in this Part 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.
1.9 Subsidiaries of Domestic
Insurers
The authority to invest in
subsidiaries under R.I. Gen. Laws § 27-35-1.5 is in addition to any
authority to invest in subsidiaries which may be contained in any
other provision of the Insurance Code.
1.10 Acquisition of Control --
Statement Filing (Form A)
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 Part.
Such person shall also furnish the required information on Form E (§
1.27 of this Part), hereby made a part of this Part and described in
§ 1.13 of this Part.
1.11 Amendments to Form A
The applicant shall promptly
advise the Commissioner of any changes in the information furnished
on Form A (§ 1.23 of this Part) arising subsequent to the date upon
which the information was furnished but prior to the Commissioner's
disposition of the application.
1.12 Acquisition of Section
27-35-2(a)(1) Insurers
A. If the person being
acquired is deemed to be 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:
1. "ABC Insurance
Company, a subsidiary of XYZ Holding Company."
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.
1.13 Pre-Acquisition Notification
A. If a domestic insurer,
including any person controlling a domestic insurer, is proposing a
merger or acquisition pursuant to R.I. Gen. Laws § 27-35-2(a)(1),
that person shall file a pre-acquisition notification form, Form E,
which was developed pursuant to R.I. Gen. Laws § 27-35-2.5(c).
B. Additionally, if a
non-domiciliary insurer licensed to do business in this state is
proposing a merger or acquisition pursuant to R.I. Gen. Laws §
27-35-2.5, that person shall file a pre-acquisition notification
form, Form E (§ 1.27 of this Part). No pre‑acquisition
notification form need be filed if the acquisition is beyond the
scope of R.I. Gen. Laws § 27-35-2.5 as set forth in R.I. Gen. Laws §
27-35-2.5(b)(2).
C. In addition to the
information required by Form E (§ 1.27 of this Part), the
Commissioner may wish to require an expert opinion as to the
competitive impact of the proposed acquisition.
1.14 Annual Registration of
Insurers -- Statement Filing
An insurer required to file
an annual registration statement pursuant to R.I. Gen. Laws §
27-35-3 shall furnish the required information on Form B (§ 1.24 of
this Part), hereby made a part of this Part.
1.15 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 (§
1.25 of this Part), hereby made a part of this Part.
1.16 Amendments to Form B
A. An amendment to Form B (§
1.24 of this Part) 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 filings.
1.17 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 not
required by R.I. Gen. Laws § 27-35-3(b) 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 filing a
registration statement on Form B (§ 1.24 of this Part), 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 (§ 1.24 of this Part); 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 a
registration statement or report in lieu of Form B (§ 1.24 of this
Part) 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 Commissioner, an unauthorized insurer may follow any of the
procedures which could be done by an authorized insurer under §
1.17(A) of this Part 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 or she deems such filings necessary in the interest of
clarity, ease of administration or the public good.
1.18 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 (hereinafter 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 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
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
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
Commissioner, within thirty (30) days after receipt of the request,
notifies the registrant otherwise.
1.19 Transactions Subject to Prior
Notice -- Notice Filing
A. 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 (§ 1.26 of
this Part), hereby made a part of this Part.
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;
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 placed in receivership or seized by the commissioner under
the State Receivership Act:
a. All of the rights of the
insurer under the agreement extend to the receiver or commissioner;
and,
b. All books and records will
immediately be made available to the receiver or the commissioner,
and shall be turned over to the receiver or commissioner immediately
upon the receiver or the commissioner’s request;
12. Specify that the affiliate
has no automatic right to terminate the agreement if the insurer is
placed in receivership pursuant to the State Receivership Act; and
13. Specify that the affiliate
will continue to maintain any systems, programs, or other
infrastructure notwithstanding a seizure by the commissioner under
the State Receivership Act, and will make them available to the
receiver, for so long as the affiliate continues to receive timely
payment for services rendered.
1.20 Enterprise Risk Report
The ultimate controlling
person of an insurer required to file an enterprise risk report
pursuant to R.I. Gen. Laws § 27-35-3(l) shall furnish the required
information on Form F (§ 1.28 of this Part), hereby made a part of
this Part.
1.21 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 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 thereof, 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 the 31st day of
December next preceding;
c. If the insurer is a life
insurer, the net gain from operations for the 12-month period ending
the 31st day of December next preceding;
d. If the insurer is not a
life insurer, the net income less realized capital gains for the
12-month period ending the 31st day of December next preceding and
the two preceding 12-month periods; and
e. If the insurer is not a
life insurer, the dividends paid to stockholders excluding
distributions of the insurer’s own securities in the preceding two
(2) calendar years;
5. 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; 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 R.I. Gen. Laws §
27-35-4(c), each registered insurer shall report to the Commissioner
all dividends and other distributions to shareholders within fifteen
(15) business days following the declaration thereof, including the
same information required by § 1.21(A)(4) of this Part.
1.22 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 is necessarily 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.
1.23 Form A: Statement Regarding
Theacquisition 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. 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.
(c)
Furnish a chart or listing clearly presenting the identities of
the inter-relationships among the applicant and all affiliates of
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
involving 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
On
the biographical affidavit, include a third party background
check, and state 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 such employment is carried on.
(c)
Material occupations, positions, offices or employment during the
last 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 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 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 of the lender to remain confidential, 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 the 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 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 the description the dates of purchase, the
names of the purchasers, and the consideration paid or agreed to
be paid therefor. 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, commissions or
other compensation to be paid to broker-dealers with regard
thereto.
ITEM
12. FINANCIAL STATEMENTS AND EXHIBITS
(a)
Financial statements, exhibits, and three-year financial
projections of the insurer(s) 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 the
information is available. The statements may be prepared on
either an individual basis, or, unless the Commissioner otherwise
requires, on a consolidated basis if 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 the 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 the 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 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 §§ 1.4 and 1.6 of this Part.
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.
ITEM
14. 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 Part
thereunder ____________________________ has caused this
application to
(Name
of Applicant)
be
duly signed on its behalf in the City of _______________ and State
of _____________ , on the day of ______________ , 20 ___ .
(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
(Title
of Officer)
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)
______________________________________________
1.24 Form B: Insurance Holding
Company System Annual 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:
_______________________________________________________________
_______________________________________________________________
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. 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 control. As to each person
specified in the 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;
and
(g) If
court proceedings involving a reorganization or liquidation are
pending, indicate the title and location of the court, the 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: the individual's name and
address, his or her principal occupation and all offices and
positions held during the past 5years, 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 5 years, and any conviction of
crimes other than minor traffic violations.
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 asset to liability,
other than insurance contracts entered into in the ordinary course
of the Registrant's business;
(e) All
management agreements, service contracts and all 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 and/or of the stock of any
subsidiary or controlling affiliate, 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 R.I. Gen. Laws § 27-35-3.
Sales,
purchases, exchanges, loans or extensions of credit, investments
or guarantees involving one-half of 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 the transaction, and
relationship 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 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. 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 insurance 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. Such financial
statements may be prepared on either an individual basis; or,
unless the Commissioner otherwise requires, on a consolidated
basis if 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 Commissioner. 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 Commissioner 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 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 that 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 material used by the
ultimate controlling person; and any additional documents or
papers required by Form B or §§ 1.4 and 1.6 of this Part.
ITEM
9. FORM C REQUIRED
A
Form C, Summary of Changes to Registration Statement, must be
prepared and filed with this Form B.
ITEM
10. SIGNATURE AND CERTIFICATION
Signature
and certification required as follows:
Pursuant
to the requirements of R.I. Gen. Laws § 27-35-3 and the
Registrant has caused this annual registration statement to be
duly signed on its behalf in the City of _______________ and State
of _____________ , on the day of ______________, 20___.
(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) _______________________________________
1.25 Form C: Summary Of Changes To
Registration Statement
Filed
with the Insurance Department of the State of Rhode Island
By
______________________
Name
of Registrant
On
Behalf of Following Insurance Companies
Name
Address
__________________________________________________________
Date:
__________________ 20 __
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 annual
registration statement which represent changes from the prior
year’s annual 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.
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
Signature
and certification required as follows:
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)
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) _______________________
1.26 Form D: Prior Notice Of A
Transaction
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;
(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) A
statement of how the transaction meets the 'fair and reasonable'
standard of R.I. Gen. Laws § 27-35-4(a)(i); 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 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.
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 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 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), or a
reinsurance pooling agreement or modification thereto as described
by R.I. Gen. Laws § 27-35-4(a)(2)(C), 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, or the projected reinsurance premium or change in the
insurer’s liabilities in any of the next three 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 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;
(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, 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 Procedure Manual regarding expense allocation.
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 ______________ , 20 ___ .
(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 notice dated ____________ , for and on behalf of
__________ (Name of Applicant) that (s) he is the ____________
(Title of Officer) of such 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 beneath) _______________________________
1.27 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 Rhode Island
Date:__________________________
Name,
title, 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 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 R.I. Gen. Laws §27-35-2.5(d). 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.
1.28 Form F: Enterprise Risk
Report
Filed
with the Insurance Department of the State of Rhode Island.
____________________________________
Name
of Registrant/Applicant
On
Behalf of/Related to 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:
________________________________________________________________
________________________________________________________________
ITEM
1. ENTERPRISE RISK
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 R.I. Gen. Laws §
27-35-1(f), 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 reallocating 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 ay 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 next 12 months;
(f) Identification
of material concerns of the insurance holding company system
raised by supervisory college, if any, in 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 the expected source 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.
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.