Mississippi Administrative Code › Title 19 - Department of Insurance › Part 1 - General › Chapter 20 - Insurance Holding Company Regulation with Reporting Forms and Instructions › Rule 19-1-20.24 - Form D - Prior Notice of a Transaction

Current through June 25, 2024
FORM D PRIOR NOTICE OF A TRANSACTION
Filed with the Insurance Department of the State of
				  ____________________
BY
__________________________________________
(Name of Registrant)
On Behalf of Following Insurance Companies
Name Address
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________
Date: ________________ , 19 ______
Name, Title, Address and telephone number of Individual to
				  Whom Notices and Correspondence Concerning This Statement Should Be
				  Addressed:
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
ITEM 1. IDENTITY OF PARTIES TO
				  TRANSACTION
Furnish the following information for each of the parties to
				  the transaction:
(a) Name.
(b) Home office address.
(c) Principal executive office
				address.
(d) The organizational
				structure, i.e. corporation, partnership, individual, trust, etc.
(e) A description of the nature of the
				parties' business operations.
(f)
				Relationship, if any, of other parties to the transaction to the insurer filing
				the notice, including any ownership or debtor/creditor interest by any other
				parties to the transaction in the insurer seeking approval, or by the insurer
				filing the notice in the affiliated parties.
(g) Where the transaction is with a
				non-affiliate, the name(s) of the affiliate(s) which will receive, in whole or
				in substantial part, the proceeds of the transaction.
ITEM 2. DESCRIPTION OF THE TRANSACTION
Furnish the following information for each transaction for
				  which notice is being given:
(a) A
				statement as to whether notice is being given under Section
				83-6-21(2)(a)(b)(c)(d)
				or (e) of the Act.
(b) A statement of the nature of the
				transaction.
(c) The proposed
				effective date of the transaction.
ITEM 3. SALES, PURCHASES, EXCHANGES, LOANS, EXTENSIONS
				  OF CREDIT, GUARANTEES OR INVESTMENTS
Furnish a brief description of the amount and source of
				  funds, securities, property or other consideration for the sale, purchase,
				  exchange, loan, extension of credit, guarantee, or investment, whether any
				  provision exists for purchase by the insurer filing notice, by any party to the
				  transaction, or by any affiliate of the insurer filing notice, a description of
				  the terms of any securities being received, if any, and a description of any
				  other agreements relating to the transaction such as contracts or agreements
				  for services, consulting agreements and the like. If the transaction involves
				  other than cash, furnish a description of the consideration, its cost and its
				  fair market value, together with an explanation of the basis for
				  evaluation.
If the transaction involves a loan, extension of credit or a
				  guarantee, furnish a description of the maximum amount which the insurer will
				  be obligated to make available under such loan, extension of credit or
				  guarantee, the date on which the credit or guarantee will terminate, and any
				  provisions for the accrual of or deferral of interest.
If the transaction involves an investment, guarantee or other
				  arrangement, state the time period during which the investment, guarantee or
				  other arrangement will remain in effect, together with any provisions for
				  extensions or renewals of such investments, guarantees or arrangements. Furnish
				  a brief statement as to the effect of the transaction upon the insurer's
				  surplus.
No notice need be given if the maximum amount which can at
				  any time be outstanding or for which the insurer can be legally obligated under
				  the loan, extension of credit or guarantee is less than, (a) in the case of
				  non-life insurer's, the lesser of 3% of the insurer's admitted assets or 25% of
				  surplus as regards policyholders or, (b) in the case of life insurers, 3% of
				  the insurer's admitted assets, each as of the 31st day of December next
				  preceding.
ITEM 4. LOANS OR EXTENSIONS OF CREDIT TO A
				  NON-AFFILIATE
If the transaction involves a loan or extension of credit to
				  any person who is not an affiliate, furnish a brief description of the
				  agreement or understanding whereby the proceeds of the proposed transaction, in
				  whole or in substantial part, are to be used to make loans or extensions of
				  credit to, to purchase the assets of, or to make investments in, any affiliate
				  of the insurer making such loans or extensions of credit, and specify in what
				  manner the proceeds are to be used to loan to, extend credit to, purchase
				  assets of or make investments in any affiliate. Describe the amount and source
				  of duns, securities, property or other consideration for the loan or extension
				  of credit and, if the transaction is one involving consideration other than
				  cash, a description of its cost and its fair market value together with an
				  explanation of the basis for evaluation. Furnish a brief statement as to the
				  effect of the transaction upon the insurer's surplus.
No notice need be given if the loan or extension of credit is
				  one which equals less than, in the case of non-life insurers, the lesser or 3%
				  of the insurer's admitted assets or 25% of surplus as regards policyholders or,
				  with respect to life insurers, 3% of the insurer's admitted assets, each as of
				  the 31st day of December next preceding.
ITEM 5. REINSURANCE
If the transaction is a reinsurance agreement or modification
				  thereto, as described by Section
				  83-6-21(2)(c)
				  of the Act, furnish a description of the known and/or estimated amount of
				  liability to be ceded and/or assumed in each calendar year, the period of time
				  during which the agreement will be in effect, and a statement whether an
				  agreement or understanding exists between the insurer and non-affiliate to the
				  effect that any portion of the assets constituting the consideration for the
				  agreement will be transferred to one or more of the insurer's affiliates.
				  Furnish a brief description of the consideration involved in the transaction,
				  and a brief statement as to the effect of the transaction upon the insurer's
				  surplus.
No notice need be given for reinsurance agreements or
				  modifications thereto if the reinsurance premium or a change in the insurer's
				  liabilities in connection with the reinsurance agreement or modification
				  thereto is less than 5% of the insurer's surplus as regards policyholders, as
				  of the 31st day of December next preceding.
ITEM 6. MANAGEMENT AGREEMENTS, SERVICE AGREEMENTS AND
				  COST-SHARING ARRANGEMENTS.
For management agreements that would place control of the
				  insurer outside the holding company system, furnish:
(a) a brief description of the managerial
				responsibilities, or services to be performed.
(b) a brief description of the agreement,
				including a statement of its duration, together with brief descriptions of the
				basis for compensation and the terms under which payment or compensation is to
				be made.
For service contracts or cost-sharing arrangements,
				  furnish:
(a) a brief description of
				the purpose of the agreement.
(b) a
				description of the period of time during which the agreement is to be in
				effect.
(c) a brief description of
				each party's expenses or costs covered by the agreement.
(d) a brief description of the accounting
				basis to be used in calculating each party's costs under the agreement.
No notice is required for service contracts or cost-sharing
				  arrangements if the annual aggregate cost to the insurer does not equal or
				  exceed: (i) with respect to non-life insurers, the lesser of three percent (3%)
				  of the insurer's admitted assets or twenty-five percent (25%) of surplus as
				  regards policyholders; (ii) with respect to life insurers three percent (3%) of
				  the insurers admitted assets; each as of the thirty-first day of December next
				  preceding.
ITEM 7. SIGNATURE AND CERTIFICATION
Signature and certification required as follows:
SIGNATURE:
				  ________________________________________________________________
Pursuant to the requirements of Section
				  83-6-21
				  of the Act, ____________________ has caused this notice to be duly signed on
				  its behalf in the City of _______________________ and State of
				  ______________________ on the _______ day of ___________________ ,
				  19____.
(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 annual registration statement dated ______________________ , 19
				  ______ , for and on behalf of
____ _____________________________________ ; that (s)he is
				  the
(Name of Applicant)
_____________________________________ of such company and
				  that (s)he is authorized to
(Title of Officer)
execute and file such statement. 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)
				  ____________________________