New York Codes, Rules and Regulations › Title 11 - INSURANCE › Chapter IV - Financial Condition Of Insurer and Reports to Superintendent › Subchapter A - Rules of General Application › Part 80 - Controlled insurers › Subpart 80-1 - Holding companies › Section 80-1.6 - Applications for approval of acquisition of control

Current through Register Vol. 46, No. 28, July 10, 2024
Any person, other than an authorized insurer, seeking to
						acquire direct or indirect control of a domestic insurer, shall furnish to the
						superintendent the following information pursuant to Insurance Law section
						1506:
INFORMATION TO BE FURNISHED TO THE SUPERINTENDENT
						IN APPLICATIONS
FOR APPROVAL OF ACQUISITION OF
						CONTROL.
*
Item 1. Insurer and method of
						acquisition.
State the name, address, and National Association of
						Insurance Commissioners company code of the domestic insurer to which this
						application relates, and provide a description of how control is to be
						acquired.
Item 2. Identity and background of
						applicant.
State the following with respect to the person filing
						this application and with respect to the individuals identified pursuant to
						Note B.
(a) name and business
					 address;
(b) residence address of
					 each identified natural person;
(c)
					 present principal business activity, occupation or employment and the name,
					 principal business and address of any corporation or other organization in
					 which such employment is carried on;
(d) material occupations, positions, offices
					 or employments during the last ten 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;
(e) whether or not such person has ever been
					 convicted in a criminal proceeding (excluding traffic violations) and, if so,
					 give the date, nature of conviction, name and location of court, and penalty
					 imposed or other disposition of the case;
(f) the identities of and interrelationships
					 among the applicant and all persons known to control or to be controlled by or
					 under common control with the applicant, in a chart that clearly presents the
					 foregoing information. Indicate in such chart the percentage of voting
					 securities of each such person that 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, then indicate the basis of such
					 control. As to each person specified in such chart, 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.
*Note A:
The item numbers and captions
						of the items shall be included but the text of the items are to be omitted. The
						answers to the items shall be so prepared as to indicate clearly the coverage
						of the items. Answer every item. If an item is inapplicable or the answer is in
						the negative, so state.
*Note B:
If the application is filed by
						a partnership, limited partnership, limited liability partnership, firm, trust,
						limited liability company, or similar entity, then the information called for
						by items 2, 3, 5, 6, and 7 shall be given with respect to (1) each partner of
						any partnership, (2) each general partner of any limited partnership or limited
						liability partnership, (3) each member or trustee of any firm or trust, (4)
						each manager, managing member, or similar person of any limited liability
						company, and (5) each person controlling such partner, general partner, member,
						trustee, manager, or managing member. If a person referred to in (1) through
						(5) above is a corporation or the application is filed by a corporation, then
						the information called for by the above-mentioned items shall be given with
						respect to each executive officer and director of such corporation and each
						person controlling such corporation.
Item 3.
Financial statements.
(a) Except as provided in subdivision (b) of
					 this item, furnish a consolidated balance sheet of the applicant, each person
					 identified pursuant to Note B, and each controlled person who would constitute
					 a significant person were applicant a holding company under the Insurance Law,
					 as of the end of applicant's fiscal year and related consolidated statements of
					 income and surplus for the year then ended. Such financial statements shall be
					 accompanied by an opinion of an independent certified public accountant to the
					 effect that such financials present fairly the consolidated financial position
					 of the applicant and such persons, and the results of their 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. In lieu of fully consolidated statements, applicant may
					 furnish separate certified financial statements with respect to any person or
					 persons, and certified consolidated or combined statements with respect to any
					 group of persons.
(b)
(1) A significant person who is an individual
					 or any person identified pursuant to Note B who is an individual may make a
					 written application to the superintendent for permission to submit a certified
					 public accountant compilation rather than an opinion of an independent
					 certified public accountant on the grounds that submitting an opinion of an
					 independent certified public accountant would constitute a hardship upon the
					 significant person or person identified pursuant to Note B. The written
					 application shall explain how submitting an opinion of an independent certified
					 public accountant would constitute a hardship upon the significant person or
					 person identified pursuant to Note B.
(2) An executive officer or director of a
					 corporation may make a written application to the superintendent for an
					 exemption from the requirement that the person furnish a consolidated balance
					 sheet as of the end of the applicant's fiscal year and related consolidated
					 statements of income and surplus for the year then ended on the grounds that
					 submitting the documents is not pertinent in determining the financial
					 condition of the corporation of which the individual is an executive officer or
					 director. The written application shall explain how furnishing a consolidated
					 balance sheet as of the end of the applicant's fiscal year and related
					 consolidated statements of income and surplus for the year then ended would not
					 be pertinent in determining the financial condition of the
					 corporation.