2023 Arizona Revised Statutes › Title 20 - Insurance › § 20-481.03 - Contents of statement

20-481.03.
Contents of statement
A. The statement to be filed with the director as provided in section 20-481.02 shall be made under oath or affirmation and shall contain the following:
1. The name and address of each person by whom or on whose behalf the tender offer,  merger or other acquisition of control referred to in section 20-481.02 is to be effected.
2. If the acquiring party is an individual,  the individual's principal occupation and all offices and positions held during the past five years and any convictions of crimes other than minor traffic violations during the past ten years.
3. If the acquiring party is not an individual:
(a) A report of the nature of its business operations during the past five years or for such lesser period as such person and any predecessors thereof shall have been in existence.
(b) An informative description of the business intended to be done by such person and such person's subsidiaries.
(c) A list of all individuals who are or who have been selected to become directors or executive officers of such person,  or who perform or will perform functions appropriate to such positions. Such list shall include for each such individual the information required by paragraph 2 of this subsection.
4. The source,  nature and amount of the consideration used or to be used in effecting the merger or other acquisition of control,  a description of any transaction wherein funds were or are to be obtained for any such purpose including a pledge of the insurer's stocks or the stock of any of its subsidiaries or controlling affiliates,  and the identity of persons furnishing such consideration,  provided that if a source of such consideration is a loan made in the lender's ordinary course of business,  the identity of the lender shall remain confidential,  if the person filing such statement so requests.
5. Fully audited financial information as to the earnings and financial condition of each acquiring party for the preceding five fiscal years of each such acquiring party or for such lesser period as such acquiring party and any predecessors thereof have been in existence and similar unaudited information as of a date not earlier than ninety days before the filing of the statement. If audited financial information is unavailable,  unaudited financial information may be substituted if such information is acceptable to the director.
6. Any plans or proposals that each acquiring party may have to liquidate such insurer,  to sell its assets or merge or consolidate it with any person or to make any other material change in its business or corporate structure or management.
7. The number of shares of any security referred to in section 20-481.02 that each acquiring party proposes to acquire,  and the terms of the offer,  request,  invitation,  agreement or acquisition referred to in section 20-481.02 and a statement as to the method by which the fairness of the proposal was arrived at.
8. The amount of each class of any security referred to in section 20-481.02 that is beneficially owned or about which there is a right to acquire beneficial ownership by each acquiring party or that each acquiring party has the right to acquire.
9. A full description of any contracts,  arrangements or understandings with respect to any security referred to in section 20-481.02 in which any acquiring party 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.
10. A description of the purchase of any security referred to in section 20-481.02 during the twelve calendar months preceding the filing of the statement,  by any acquiring party,  including the dates of purchases,  names of the purchasers and consideration paid or agreed to be paid therefor.
11. A description of any recommendations to purchase any security referred to in section 20-481.02 made during the twelve calendar months preceding the filing of the statement,  by any acquiring party,  or by anyone based on interviews or at the suggestion of such acquiring party.
12. Copies of all tender offers for,  requests or invitations for tenders of exchange offers for and agreements to acquire or exchange any securities referred to in section 20-481.02 and any additional soliciting material relating thereto.
13. The terms of any proposed or executed agreement,  contract or understanding made with any broker-dealer as to solicitation of securities referred to in section 20-481.02 for tender,  and the amount of any fees,  commissions or other compensation to be paid to broker-dealers with regard thereto.
14. An agreement by the person required to file the statement referred to in section 20-481.02 that the person will file with the director the annual enterprise risk report pursuant to section 20-481.10,  subsection D,  paragraph 1 while in control of the insurer.
15. An acknowledgement by the person required to file the statement referred to in section 20-481.02 that the person and all subsidiaries in its control in the insurance holding company system will provide all information requested by the director for the director to evaluate enterprise risk to the insurer.
16. Such additional information as the director may by rule prescribe as necessary or appropriate for the protection of policyholders and security holders of the insurer or in the public interest.
B. The director may require each statement to be accompanied by the fingerprints of any individual named in such statement as an acquiring party or as directors or executive officers of an acquiring party. Such fingerprints shall be taken in an approved manner and certified by a municipal police department,  a sheriff's office or another recognized authority acceptable to the director.