| (a) Insurance holding company system registration statement.
Attached Graphic
(b) Identity and control of registrant. Furnish the
exact name of each insurer registering or being registered ("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.
(c) Organizational chart. Furnish a chart or listing
clearly presenting the identities of and interrelationships among
all affiliated persons within the insurance holding company system,
including all affiliated persons as defined in §7.202(a)(2) of
this title (relating to Definitions). The chart or listing should
show the percentage of each class of voting securities of each affiliate
which is owned, directly or indirectly, by another affiliate. If control
of any person within the system is maintained other than by the ownership
or control of voting securities, indicate the basis of the control.
As to each person specified in the chart or listing, indicate the
type of organization (e.g., corporation, trust, partnership) and the
state or other jurisdiction of domicile.
(d) The ultimate controlling person. As to the ultimate
controlling person (that person which is not controlled by another
person) in the insurance holding company system, furnish the following
information:
(1) name;
(2) home office address;
(3) principal executive office address;
(4) the organizational structure of the person, i.e.,
corporation, partnership, individual, trust, etc.; together with a
conformed copy of the charter or articles of incorporation and its
bylaws;
(5) the principal business of the person;
(6) the name and address of any person who holds or
owns 10 percent or more of any class of voting security, the class
of the security, the number of shares held of record or known to be
beneficially owned, and the percentage of class so held or owned;
and
(7) 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.
(e) Biographical information. If the ultimate controlling
person is a corporation, organization, 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 five years, and any conviction
of crimes other than minor traffic violations. If the ultimate controlling
person is an individual, furnish the individual's name and address,
his or her principal occupation and all offices and positions held
during the past five years, and any conviction of crimes other than
minor traffic violations.
(f) Transactions, relationships, and agreements.
(1) Briefly describe the following agreements in force,
relationships subsisting, and transactions currently outstanding between
the registrant and its holding company, its subsidiaries, 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) purchase, sales, or exchanges of assets;
(C) investment activities of an investment pool and
transactions between pools and participants (Insurance Code Chapters
424 and 425);
(D) transactions not in the ordinary course of business;
(E) guarantees or undertakings for the benefit of an
affiliate which result in an actual contingent exposure of the registrant's
assets to liability, other than insurance contracts entered into in
the ordinary course of the registrant's business;
(F) all management and service contracts and all cost
sharing arrangements;
(G) reinsurance agreements covering all or substantially
all of one or more lines of insurance of the ceding company;
(H) all dividends and other distributions to shareholders;
(I) agreements with affiliates to consolidate federal
income tax returns;
(J) all transactions with affiliated financial institutions;
(K) the amount of commissions paid to the controlling
producer, the percentage such amount represents of the net premium
written, and comparable amounts and percentages paid to noncontrolling
producers for placements of the same kinds of insurance;
(L) all surplus debentures, surplus notes, premium
income notes, bonds, or debentures, and other contingent evidences
of indebtedness outstanding;
(M) any affiliated transaction not disclosed in subparagraphs
(A) - (L) of this paragraph which is subject to the Act;
(N) any pledge of an insurer's stock, including stock
of any subsidiary or controlling affiliate, for a loan made to any
member of its insurance holding company system;
(O) the corporate governance and internal control responsibilities
of the insurer's board of directors, including a statement that:
(i) the insurer's senior management or officers have
approved and implemented, and continue to maintain and monitor, corporate
governance and internal control procedures; and
(ii) the insurer's board of directors oversees corporate
governance and internal controls; and
(P) any other information the commissioner requires.
(2) No information need be disclosed if such information
is not material. See §7.203(d) of this title (relating to Registration
of Insurers). The description must be in a manner permitting the proper
evaluation by the commissioner, and must 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; relationship of the affiliated
parties to the registrant; and the holding company section number
and/or commissioner's order number.
(g) Litigation or administration proceedings. Furnish
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 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:
(1) criminal prosecutions or administrative proceedings
by any government agency or authority which may be relevant to the
trustworthiness of any party; and
(2) 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.
(h) Required statement. The insurer must 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.
(i) Financial statements and exhibits.
(1) Financial statements and exhibits should be attached
to this statement as an appendix. List under this item the financial
statements and exhibits attached.
(2) If the ultimate controlling person is a corporation,
an organization, a limited liability company, or other legal entity,
the financial statements must include the annual financial statements
of the ultimate controlling person and, on request of the commissioner,
the annual financial statements of the affiliates in the insurance
holding company system as of the end of the person's latest fiscal
year or any other period as determined by the commissioner.
(3) 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 must be filed for any subsequent period to the
extent available. 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.
(4) Other than with respect to the preceding, the financial
statement must 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 are deemed to be an appropriate form and
format.
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