Iowa Administrative Code › Agency 191 - Insurance Division › Insurance Holding Company Systems › Chapter 46 - Mutual Holding Companies › Rule 191-46.2 - Definitions

Current through Register Vol. 47, No. 3, July 24, 2024
In addition to the definitions in
				  191-1.1 (502,505), the following
				  definitions apply to this chapter:
"Affiliatedperson"
of another person
				  means:
1. Any person directly or
				indirectly owning, controlling, or holding with power to vote, 5 percent or
				more of the outstanding voting securities of such other person,
2. Any person 5 percent or more of whose
				outstanding voting securities are directly or indirectly owned, controlled, or
				held with power to vote, by such other person,
3. Any person directly or indirectly
				controlling, controlled by, or under common control with, such other person,
				or
4. Any officer, director,
				partner, copartner, or employee of such other person.
"Domestic mutual insurance company"
means an
				  insurance company organized on a mutual plan and incorporated under the laws of
				  Iowa.
"Interestedperson"
of another person
				  means:
1. Any affiliated person of
				such company,
2. Any member of the
				immediate family of any natural person who is an affiliated person of such
				company,
3. Any person or partner
				or employee of any person who at any time since the beginning of the last two
				completed fiscal years of such company has acted as legal counsel for such
				company, or
4. Any natural person
				whom the commissioner by order shall have determined to be an interested person
				by reason of having had, at any time since the beginning of the last two
				completed fiscal years of such company, a material business or professional
				relationship with such company or with the principal executive officer of such
				company.
"Intermediate holding company"
means a
				  holding company which is a subsidiary of a mutual insurance holding company or
				  part of a holding company system controlled by a mutual insurance holding
				  company pursuant to the provisions of Iowa Code chapter 521 A.
"limited application"
means an application
				  by a domestic mutual insurance company for reorganization to a mutual insurance
				  holding company which will hold, at all times, 100 percent of the stock of its
				  insurance subsidiaries.
"Member of the immediate family"
means any
				  parent, spouse of a parent, child, spouse of a child, spouse, brother or
				  sister, and includes step and adoptive relationships.
"Mutual insurance holding company"
means a
				  holding company organized on a mutual plan and incorporated under the laws of
				  Iowa, resulting from the reorganization of a domestic mutual insurance company
				  pursuant to the provisions of Iowa Code section
				  521A.14,
				  with one or more stock insurance holding company subsidiaries or stock
				  insurance company subsidiaries. A mutual insurance holding company shall be a
				  person as defined in Iowa Code section 521 A. 1 and shall be subject to the
				  provisions of Iowa Code chapter 521 A.
"Plan of reorganization"
means a plan to
				  reorganize a domestic mutual insurance company by forming a mutual insurance
				  holding company.
"Standard application"
means an application
				  by a domestic mutual insurance company for reorganization to a mutual insurance
				  holding company which may sell interests in its subsidiaries to third
				  parties.
"Stock"
means any security evidencing an
				  equity interest in the issuing entity.
"Stock offering"
means any proposed sale,
				  exchange, transfer or other change of ownership of stock or of securities
				  convertible into or exchangeable or exercisable for stock. For the purposes of
				  these rules, "stock offering" shall not mean (1) an offering of preferred stock
				  which is not convertible or exchangeable into common stock and which has no
				  ordinary voting rights or (2) a transfer of stock between any of the
				  following:
* A mutual insurance holding company,
* An insurance company subsidiary of a mutual insurance
				  holding company,
* An intermediate holding company subsidiary of a mutual
				  insurance holding company, and
* An insurance company subsidiary of an intermediate holding
				  company subsidiary to a mutual insurance holding
				  company.