Compilation of Rules and Regulations of the State of Georgia › Department 120 - OFFICE OF COMMISSIONER OF INSURANCE, SAFETY FIRE COMMISSIONER AND INDUSTRIAL LOAN COMMISSIONER › Chapter 120-2 - RULES OF COMMISSIONER OF INSURANCE › Subject 120-2-23 - INSURANCE HOLDING COMPANY REGULATIONS › Form (120-2-23) A - STATEMENT REGARDING THE ACQUISITION OF CONTROL OF OR MERGER WITH A DOMESTIC INSURER

Current through Rules and Regulations filed through June 27, 2024
____________________________________
Name of Domestic Insurer
BY
____________________________________
Name of Acquiring Person (Applicant)
Filed with the Insurance Department of
_____________________________________________________
(State of domicile of insurer being acquired)
Dated:________________________, 20_____
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 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 interrelationships 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 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 person 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 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 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 5
				  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
				  Rules 120-2-23-.04
				  and .06.
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 required as follows:
SIGNATURE
Pursuant to the requirements of O.C.G.A. Section
				  33-13-3________________ has caused
				  this application 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 (s)he has
				  duly executed the attached application dated ___________________, 20______, 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 the 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)_______________________________