Connecticut Administrative Code › Title 38a - Insurance Department › 138 - Insurance Holding Company Act › Section 38a-138-16 - Severability and Appendices

Current through July 10, 2024
If any provision of sections
				38a-138-1
				to 38a-138-16, inclusive, of the Regulations of Connecticut State Agencies, or
				the application thereof to any person or circumstance is held invalid, such
				determination shall not affect other provisions or applications of sections
				38a-138-1
				to 38a-138-16, inclusive, of the Regulations of Connecticut State Agencies
				which can be given effect without the invalid provision or application, and to
				that end the provisions of sections
				38a-138-1
				to 38a-138-16, inclusive, of the Regulations of Connecticut State Agencies are
				severable.
APPENDIX A
Form A
Statement Regarding the Acquisition
of Control of or Merger With A Domestic
				Insurer
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. Insurer and 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 or the merger effected.
Item 2. Identity and Background of the
				Applicant
(a) State the name
			 and address of the applicant seeking to acquire control over or to effect a
			 merger with 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
			 and affiliates.
(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 by an agency acceptable to Commissioner and state the following with
				respect to (1) the applicant if the applicant is an individual or (2) all
				persons who are directors, trustees, executive officers or owners, beneficial
				or otherwise, 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 five (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 ten (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;
(e) Whether or not, during the
			 last ten (10) years, such person has been the subject of any proceeding under
			 the Federal Bankruptcy Code, (or in the case of an alien person, such
			 equivalent provision) or whether or not, during the ten year period, any
			 business or organization in which such person was a director, officer, trustee,
			 partner, owner, manager or other official has been subject to any such
			 proceeding, (or in the case of an alien person or such equivalent provision)
			 either during the time in which such person was a director, officer or trustee,
			 if a corporation, or a partner, owner, manager, joint venturer, or the
			 official, if not a corporation, or within twelve (12) months
			 thereafter;
(f) Whether or not,
			 during the ten (10) year period, such person has been enjoined, either
			 temporarily or permanently, by a court of competent jurisdiction from
			 violating, actually or potentially, any federal or state law, or, in the case
			 of an alien person, applicable law regulating the business of insurance,
			 securities, or banking, together with details as to any such event;
			 and
(g) A complete credit report on
			 such person prepared by an independent credit rating agency acceptable to the
			 Commissioner.
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, including any pledge of the insurance
			 company's stock or the stock of any of its subsidiaries or affiliates, 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, the applicant 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 or make other distributions, to liquidate
				such insurer, to sell its assets to or merge or consolidate it with any person
				or persons or to make any other material change in its business operations or
				corporate structure or management, or to cause the insurer to enter into
				material contracts, agreements, arrangements, understandings or transactions of
				any kind with any party. In addition, describe any plans or proposals of the
				applicant or any of its affiliates, including any plans or proposals for
				ownership or control of any of the insurer's affiliates, which may have a
				material effect on the insurer.
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, including but not limited to, a certification by any
				consultant, accountant, financial advisor or other expert, used by such person,
				as to the accuracy and fairness of the method.
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, including any security convertible into a right to acquire a
				voting security whether or not such right or conversion or acquisition is
				exercisable immediately or at some future time.
Item 8. Contracts, Arrangements, or Understandings With
				Respect to Voting Securities of the Insurer
Give a full description of any contracts, arrangements, or
				understandings, whether oral or in writing, with respect to any voting security
				of the insurer or any security convertible into or evidencing a right to
				acquire a voting security whether or not such right of conversion or
				acquisition is exercisable immediately or at some future time, 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
				such contracts, arrangements or understandings have been entered into. A copy
				of any such written contracts, agreements, arrangements, or understandings
				shall be provided to the Commissioner.
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
				such description the dates of purchase, the names of the purchasers, and the
				consideration paid or agreed to be paid therefor. State whether any such shares
				so purchased are hypothecated and, if hypothecated, describe the terms of such
				arrangement.
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 (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 unaudited
			 financial information covering the period from the end of such person's last
			 fiscal year, if such information is available. Such statements may be prepared
			 on either an individual basis, or, unless the Commissioner otherwise requires,
			 on a consolidated basis if such 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.
				Unaudited financial information shall be accompanied by an affidavit or
				certification of the chief financial officer of the acquiring party that (1)
				such unaudited financial statement is true and correct, as of its date, and (2)
				there has been no material change in the financial statements to the date of
				the affidavit or certification. 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 such
				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 such
				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 (2) fiscal years, and any
			 additional documents or papers required by Form A or sections
			 38a-138-1
			 and
			 38a-138-3
			 of the Regulations of Connecticut State Agencies.
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. Other Information
(a) Attach copies of any regulatory filings
			 of any acquiring party in connection with the proposed acquisition of control
			 or merger including, but not limited to, filings with the Securities and
			 Exchange Commission, the United States Department of Justice, or any other
			 Federal or State regulatory body or commission.
(b) Provide an analysis of the competitive
			 impact in the State of Connecticut on each line of insurance listed in the
			 annual statements of the insurer affected by such acquisition.
(c) Provide such additional information as
			 the Commissioner may prescribe as necessary or appropriate for the protection
			 of policyholders of the insurance company or in the public interest.
Item 15. Signature and Certification
Signature and certification required as follows:
SIGNATURE
Pursuant to the requirements of Section 38a-130 of the
				Connecticut General Statutes, ___________ 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
				_______________________ that (s)he is the ___________________ (Name of
				Applicant)
(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) ________________________
APPENDIX B
Form B
Insurance Holding Company System Annual Registration
				Statement
Filed with the Insurance Department of the State of
				______________________________
By
___________________________
Name of Registrant
On Behalf of Following Insurance Companies
Name Address
_________________________________________________________________________________
_________________________________________________________________________________
_________________________________________________________________________________
_________________________________________________________________________________
____________________________________
Date: _______________________, 20 _______
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 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.
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 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.
(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 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 (5) years, and convictions 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:
(1) Loans, other investments, or purchases,
			 sales or exchanges of securities of the affiliates by the Registrant or of the
			 Registrant by its affiliates;
(2)
			 Purchases, sales or exchanges of assets;
(3) Transactions not in the ordinary course
			 of business;
(4) 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;
(5) Management
			 agreements, service contracts and cost-sharing arrangements;
(6) Reinsurance agreements;
(7) Dividends and other distributions to
			 shareholders;
(8) Consolidated tax
			 allocation agreements; and
(9) 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 Section 38a-135 of the Connecticut General
				Statutes.
Sales, purchases, exchanges, loans or extensions of credit,
				investments or guarantees involving one-half of one percent (0.5%) 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 such transaction, and relationship of the affiliated parties to the
				Registrant.