New Mexico Administrative Code › Title 13 - INSURANCE › Chapter 2 - INSURANCE COMPANY LICENSING AND OPERATION › Part 2 - INSURANCE HOLDING COMPANIES › Section 13.2.2.12 - FORM A

Current through Register Vol. 35, No. 13, July 16, 2024
A.
When
				required:
A person required by Section
				59A-37-4
				NMSA 1978 to file a statement shall furnish the required information on Form A
				in accordance with the requirements of this rule. Such a person shall also
				furnish the required information on Form E, hereby made a part of this rule and
				described in
				13.2.2.16
				NMAC.
B.
Amendments:
The applicant shall promptly advise the superintendent of any changes in the
				information furnished on Form A arising subsequent to the date upon which the
				information was furnished but prior to the superintendent's disposition of the
				application.
C.
Information
				to be furnished in Form A:
(1)
Caption:
Place the following caption at the top of the cover page:
FORM A
STATEMENT REGARDING THE ACQUISITION OF CONTROL OF OR MERGER
				  WITH A DOMESTIC INSURER FILED WITH THE NEW MEXICO SUPERINTENDENT OF
				  INSURANCE
(2)
Domestic
				insurers:
Provide the name and state of domicile of the domestic insurer
				being acquired.
(a) if the person being
				acquired is deemed to be a "domestic insurer" solely because of the provisions
				of Subsection A of Section
				59A-37-4
				NMSA 1978, the name of the domestic insurer should be indicated as follows:
				"ABC Insurance Company, a subsidiary of XYZ Holding Company."
(b) where a Subsection A of Section
				59A-37-4
				NMSA 1978 insurer is being acquired, references to "the insurer" in this
				section shall refer to both the domestic subsidiary insurer and the person
				being acquired.
(3)
Applicant:
State the name of the acquiring person.
(4)
Date:
Provide the filing
				date of the statement.
(5)
Designation of agent:
State the name, title, address and telephone
				number of the individual to whom notices and correspondence concerning this
				statement should be addressed.
(6)
Method of acquisition:
Provide the name and address of the
				domestic insurer to which this application relates and a brief description of
				how control is to be acquired.
(7)
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 the person and any of its predecessors 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 interrelationships 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, the nature of the
				proceedings and the date when commenced.
(8)
Identity and background of
				individual's 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 an individual or 2) all person's who are
				directors, executive officers or owners of ten percent 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; and
(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.
(9)
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 to it, 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 to the
				transaction.
(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 shall specifically request that the lender's identity be kept
				confidential.
(10)
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 person's or to
				make any other material change in its business operations or corporate
				structure or management.
(11)
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 Paragraph (8) of Subsection C of 13.2.2.12 NMAC 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.
(12)
Ownership of voting securities:
State the amount of each class of
				any voting security of the insurer that is beneficially owned or concerning
				which there is a right to acquire beneficial ownership by the applicant, its
				affiliates of any person's listed in Paragraph (8) of Subsection C of 13.2.2.12
				NMAC.
(13)
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 Paragraph (8) of Subsection C
				of 13.2.2.12 NMAC 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 person's with whom the contracts, arrangements or
				understandings have been entered into.
(14)
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 Paragraph (8)
				of Subsection C of 13.2.2.12 NMAC 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
				therefor. State whether any shares so purchased are hypothecated.
(15)
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
				Paragraph (8) of Subsection C of 13.2.2.12 NMAC, or by anyone based upon
				interviews or at the suggestion of the applicant, its affiliates or any person
				listed in Paragraph (8) of Subsection C of 13.2.2.12 NMAC during the 12
				calendar months preceding the filing of this statement.
(16)
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 to such
				solicitation.
(17)
Financial
				statements and exhibits:
(a) List the
				financial statements, exhibits and three-year financial projections of the
				insurer or insurer's that are attached to this statement as
				appendices.
(b) The financial
				statements shall include the annual financial statements of the person's
				identified in Subparagraph (c) of Paragraph (7) of Subsection C of 13.2.2.12
				NMAC for the preceding five fiscal years (or for such lesser period as the
				applicant and its affiliates and any of their predecessors 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 superintendent
				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
				13.2.2.10
				NMAC.
(18)
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.
(19)
Signature and certification:
The following signature and
				certification are required at the end of Statement A.
Pursuant to the requirements of Section
				  59A-37-4
				  NMSA 1978, [insert name of applicant] has caused this application to be duly
				  signed on its behalf in the city of [insert name of city] and state of New
				  Mexico on [insert date].
(SEAL)
____________________________
(Name of Applicant)
BY:_________________________
____________________________
(Title)
Attest:
____________________________
(Signature of Officer)
____________________________
(Title)
The undersigned deposes and says that they have duly executed
				  the attached application dated [insert date], for and on behalf of [insert name
				  of applicant]; that they are the [insert title of deponent] of such company;
				  and that they are authorized to execute and file this instrument. Deponent
				  further says that they are familiar with the instrument and its contents, and
				  that the facts set forth in the instrument are true to the best of their
				  knowledge, information and belief.
____________________________
(Signature of deponent)
____________________________
(Typed name and title of deponent)