| (a) Statement regarding the acquisition or change of
control of a domestic insurer. Submit information concerning the acquisition
or change of control of a domestic insurer as specified in subsections
(b) - (n) and (p) of this section. Provide the information required
in subsections (o) and (p) of this section for a divestiture of control.
Separately submit supplemental information, necessary to evaluate
the enterprise risk to the insurer under Insurance Code §823.201(e),
as specified in subsections (r) - (z) of this section. An applicant
may submit its application and supplemental information on a form
made available by the department.
(b) Insurers and method of acquisition.
(1) State the name of the acquiring person (applicant),
the date the application is filed, and the name, title, address, and
telephone number of the individual to whom notices and correspondence
concerning this statement should be addressed.
(2) 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.
(c) Identity and background of the applicant.
(1) State the name and address of the applicant seeking
to acquire control over the insurer.
(2) If the applicant is not an individual, state the
nature of its business operations for the past five years or for such
lesser period as the person and any predecessors have been in existence
and fully describe any business the person intends to commence.
(d) Identity and background of individuals associated
with the applicant. Furnish only the information requested under Insurance
Code §823.201(b) for the applicant if the person is an individual,
or for all persons who are directors, executive officers, or direct
or indirect owners of 10 percent or more of the voting securities
of the applicant if the applicant is not an individual.
(e) Nature, source, and amount of funds or other consideration.
(1) Describe the nature, source, and amount of funds
or other consideration used or to be used in effecting the merger
or other acquisition of control. If any part 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,
the relationship, if any, between the borrower and the lender, and
the amounts borrowed or to be borrowed.
(2) 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, the applicant must
specifically request that the identity of the lender be kept confidential
and not include the identity of the lender with the information required
by this section.
(f) Future plans for insurer.
(1) Describe any plans or proposals which the applicant
may have or may contemplate making to cause the insurer to pay dividends
or make other distributions, liquidate the insurer, sell any of its
assets, merge or consolidate it with any person or persons, make any
other material change in its business operations or corporate structure
or management, or cause the insurer to enter into material agreements,
arrangements, or transactions of any kind with any party.
(2) Describe any other arrangement or agreement, oral
or written, entered into by any acquiring party or any of its affiliates
and the domestic insurer during the immediately preceding 12 months.
(g) Voting securities to be acquired. State the number
of shares of the insurer's voting securities and the amount or number
of shares convertible into voting securities which the applicant,
its affiliates, and any person listed in subsection (d) of this section
plan to acquire, and the terms of the offer, request, invitation,
agreement, or acquisition.
(h) 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 subsection
(d) of this section.
(i) 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 subsection (d) of this section 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, guarantees of profits, division
of losses or profits, or the giving or withholding of proxies.
(j) Recent purchases of voting securities. Describe
any purchases of any voting securities of the insurer by the applicant,
any of its affiliates, or any person listed in subsection (d) of this
section during the 12 calendar months preceding the filing of this
statement. Include in the description the dates of purchase, names
of the purchasers, and consideration paid or agreed to be paid. State
whether any shares so purchased are hypothecated.
(k) Recent recommendations to purchase. Provide a copy
of any written, or a confirmed description of any oral, recommendations
to purchase any voting security of the insurer made by the applicant,
any of its affiliates, or any person listed in subsection (d) of this
section, or by anyone based on interviews with or at the suggestion
of the applicant, any of its affiliates, or any person listed in subsection
(d) of this section during the 12 calendar months preceding the filing
of this statement.
(l) Agreements with broker-dealers. Provide a copy
of any written, or a confirmed description of any oral, agreement,
arrangement, or understanding made with any broker-dealer as to the
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.
(m) Financial statements and exhibits.
(1) Under this subsection provide only a list of the
financial statements, financial projections, and exhibits submitted
under subsection (w) of this section.
(2) The financial statements must include the annual
financial statements of the applicant for the preceding three fiscal
years (or for such lesser period as the applicant and any predecessors
have been in existence), and similar unaudited financial information
as of a date not earlier than 120 days prior to the filing of the
statement, accompanied by affidavit or certification of the chief
financial officer of the applicant that the unaudited financial statement
is true and correct, as of its date, and that there has been no material
change in financial condition, as defined by the Act, from the date
of the financial statement to the date of the affidavit or certification.
The statements may be prepared on either an individual basis, or,
unless the commissioner otherwise requires, on a consolidated basis
if the consolidated statements are prepared in the usual course of
business. A link to where the information is located can be provided
as an alternative to hard copy or electronic attachments with the
Form A. This only pertains to files that already have been filed with
the department, the National Association of Insurance Commissioners,
or another regulatory agency that easily can be accessed electronically.
(3) Unless exempted by the commissioner, the annual
financial statements of the applicant must be made in accord with
generally accepted auditing standards and accompanied by the certificate
of an independent certified public accountant that the statements
present fairly the financial position of the applicant and the results
of its operations for the year then ended, in conformity with generally
accepted accounting principles or with requirements of insurance or
other accounting principles prescribed or permitted under law. If
the certificate is not available, then the financial statement must
be sworn to by the applicant as correctly reflecting its financial
condition, and in that case, the commissioner at the commissioner's
discretion may require the financial statement to be certified by
an independent public accountant.
(4) If the applicant is an insurer which is actively
engaged in the business of insurance and licensed to do business in
this state, it may provide financial statements which conform to the
annual statements of the insurer filed with the insurance department
of the insurer's domiciliary state and which are in accord with the
requirements of insurance or other accounting principles prescribed
or permitted under the law and regulations of the domiciliary state.
(5) 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.
(n) Enterprise risk management. Applicant agrees to
provide, to the best of its knowledge and belief, the information
required by Form F under Insurance Code §823.0595, as applicable,
within 15 days after the end of the month in which the acquisition
of control occurs.
(o) Notice regarding divestiture
of control under Insurance Code §823.154.
(1) Provide the name of the domestic insurer and divesting
person (applicant), the date the application is filed, and the name,
title, address, and telephone number of the individual to whom notices
and correspondence concerning this statement should be addressed.
(2) Provide notice that applicant is divesting control
of the above-named insurance companies and describe how control is
being divested and include the percentage of control being divested.
(3) Describe and state the name of the person in control
of the insurer before and after the divestiture of control.
(4) Supplemental information required under Insurance
Code §823.201(e) to evaluate the enterprise risk to the insurer
must be submitted separately under subsection (y) of this section.
(p) Signature and certification. Signature and certification
of the Form A in the following form, except for alien applicants,
which must submit a certification acceptable in their jurisdiction:
Attached Graphic
(q) Supplemental information to
evaluate enterprise risk. Separately submit supplemental information,
necessary to evaluate the enterprise risk to the insurer under Insurance
Code §823.201(e), as specified in subsections (r) - (z) of this
section, which is confidential under Insurance Code §823.011.
(r) Identity and background of the applicant to evaluate
enterprise risk.
(1) Fully describe any business that affiliates of
the applicant intend to commence.
(2) Furnish a chart or listing clearly identifying
the interrelationships between the ultimate controlling party, applicant,
and all other affiliates of the applicant. Indicate in the chart or
listing the percentage of voting securities of each person controlled
by the applicant or by any other person. If control of any person
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.
If court proceedings looking toward a reorganization or liquidation
are pending with respect to any person, indicate which person, and
set forth the title of the court, nature of proceedings, and the date
when commenced.
(s) Identity and background of individuals associated
with the applicant to evaluate enterprise risk.
(1) Provide biographical data of the applicant if the
person is an individual, or for all persons who are directors, executive
officers, or direct or indirect owners of 10 percent or more of the
voting securities of the ultimate controlling person and applicant
if the ultimate controlling person or applicant is not an individual,
in the form of the latest version of the biographical affidavit form
published by and available from the National Association of Insurance
Commissioners and adopted by reference under §7.201(a)(1) of
this title.
(2) The applicant, if the person is an individual,
or for persons who are the chair of the board, chief executive officer,
president, chief financial officer, treasurer, and controller of the
ultimate controlling person and applicant if the ultimate controlling
person and applicant are not individuals, must comply with the fingerprint
requirements of Chapter 1, Subchapter D of this title, and provide
an independent third party background investigation report from a
list of vendors furnished by the National Association of Insurance
Commissioners or as acceptable to the commissioner.
(t) Nature, source, and amount of funds or other consideration
to evaluate enterprise risk.
(1) Provide copies of all agreements, promissory notes,
and security arrangements as described in subsection (e)(1) of this
section.
(2) Explain the criteria used in determining the nature
and amount of the consideration.
(u) Future plans for insurer to evaluate enterprise
risk.
(1) Describe any financial or employment guarantees
given to present and contemplated management as part of the plans
or proposals submitted under subsection (f)(1) of this section.
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