Arizona Administrative Code › Title 20 - COMMERCE, FINANCIAL INSTITUTIONS, AND INSURANCE › Chapter 06 - DEPARTMENT OF INSURANCE AND FINANCIAL INSTITUTIONS - INSURANCE DIVISION › Article 14 - INSURANCE HOLDING COMPANY › Appendix A - Form A - Statement Regarding the Acquisition of Control of or Merger with a Domestic Insurer

Current through Register Vol. 30, No. 28, July 12, 2024
STATEMENT REGARDING THE ACQUISITION OF CONTROL OF OR
				  MERGER WITH A DOMESTIC INSURER
[Name of Domestic Insurer]
By
[Name of Acquiring Person (Applicant)]
Filed with the Arizona Department of Insurance and Financial
				  Institutions
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. State the federal identification number and the NAIC number of the
				  domestic insurer.]
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 five 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 inter-relationships among the applicant and all affiliates of
				  the applicant, including NAIC numbers for all insurers. No affiliate need be
				  identified if its total assets are equal to less than one-half of 1% of the
				  total assets of the ultimate controlling person affiliated with 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
				  they are 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 five 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;
Such persons may also submit fingerprints and the fingerprint
				  processing fee in accordance with A.R.S. §
									20-481.03(B).]
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 therefore. State whether any such
				  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
				  five 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 Director 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
				  Appendix G.)
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 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 A.R.S. §
									20-481.02
				  ______________________________ 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 they have duly executed
				  the attached application dated ____________________, 20_____, for and on behalf
				  of ______________________________; that they are the
				  ________________________
(Name of Applicant) (Title of Officer)
of such company and that they are authorized to execute and
				  file such instrument. Deponent further says that they are familiar with the
				  instrument and the contents thereof, and that the facts therein set forth are
				  true to the best of their knowledge, information and belief.
_________________
(Signature)
________________________
(Type or print name beneath)