Oklahoma Administrative Code › Title 365 - Insurance Department › Chapter 25 - Other Licensees › Appendix A - Form A: Oklahoma Insurance Holding Company System Acquisition Statement

Current through Vol. 41, No. 20, July 1, 2024
FORM A
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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.
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 operation for the past five years or for such lesser period as
				such person and any predecessors thereof shall have been in existence. State
				whether or not the applicant has ever been convicted of any felony or of a
				misdemeanor involving moral turpitude, dishonesty, or breach of trust, during
				its existence, and any administrative discipline imposed on the applicant
				during the past ten (10) years and, if so, give the date, nature of conviction
				or administrative order, name and location of court or administrative agency or
				board, and penalty imposed or other disposition of the case. 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. No affiliate need be identified if its total assets are equal to
				less than 1/2 of 1% of the total assets of the uhimate 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
				for 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 looking
				toward 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
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 employments
				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 of any
				felony or of a misdemeanor involving moral turpitude, dishonesty, or breach of
				trust, during his or her lifetime, and if so, the date, nature of conviction,
				name and location of court, and penalty imposed or other disposition of the
				case.
(e) Whether or not such person has ever been convicted in a
				criminal proceeding (excluding minor traffic violations) or any administrative
				discipline during the last ten years and, if so, give the date, nature of
				conviction or administrative order, name and location of court or
				administrative agency or board, 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
				to remain confidential, he must specifically request that the identity be kept
				confidential.
ITEM 5.
Future plans for insurer
Describe any plans or proposals which the applicant may have to
				declare an extraordinary dividend, to liquidate such 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 such 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 in the 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 there for. 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 and exhibits 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 aimual financial
				statements of the persons identified in Item 2 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 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 armual 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 Armual 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; armual
				reports to the stockholders of the insvirer and the applicant for the last two
				fiscal years; and any additional documents or papers required by Form A or
				regulation sections
				365:25-7-23
				and
				365:25-7-25.
ITEM 13.
Signature and certification
Signature and certification required as follows:
				SIGNATURE
Pursuant to the requirements of Section 1633 of the Act
				___________ 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
				________________________________; and that (Name of Applicant)
(s)he is the ___________________________________ of such
				company and that (s)he is authorized (Title of Officer)
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)________________________
Amended at 9 Ok Reg 3885,
				eff 8-24-92 (emergency) ; Amended at 10 Ok Reg 1487, eff 5-1-93; Revoked and
				reenacted at 15 Ok Reg 599, eff 11-11-97 (emergency) ; Revoked and reenacted at
				15 Ok Reg 3234, eff 7-13-98