North Dakota Administrative Code › Title 45 - Insurance, Commissioner of › Article 45-03 - Regulation of Insurance Companies › Chapter 45-03-05 - Insurance Holding Company System Model Regulation With Reporting Forms and Instructions › Form A - STATEMENT REGARDING THE ACQUISITION OF CONTROL OF OR MERGER WITH A DOMESTIC INSURER

Current through Supplement No. 393, July, 2024
___________________________________________
Name of Domestic Insurer
BY
___________________________________________
Name of Acquiring Person (Applicant)
Filed with the Insurance Department of
				  ________________
(State of domicile of insurer being acquired)
Dated: ___________________ , 20 ___
Name, title, address, and telephone number of individual to
				  whom notices and correspondence concerning this statement should be
				  addressed:
ITEM 1. 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
1. State the name and address of the applicant seeking to
				  acquire control over the insurer.
2. If the applicant is not an individual, state the nature of
				  its business operations for the past five years or for a lesser period as the
				  person and any predecessors thereof shall have been in existence. Briefly
				  describe the business intended to be done by the applicant and the applicant's
				  subsidiaries.
3. Furnish a chart or listing clearly presenting the
				  identities of the interrelationships among the applicant and all affiliates of
				  the applicant. Indicate in the chart or listing the percentage of voting
				  securities of each person which is owned or controlled by the applicant or by
				  any other person. If control of any person is maintained other than by the
				  ownership or control of voting securities, indicate the basis of the control.
				  As to each person specified in the 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, nature of proceedings, and the date when
				  commenced.
ITEM 3. IDENTITY AND BACKGROUND OF INDIVIDUALS 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
				  the applicant is an individual or (2) all persons 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:
1. Name and business address.
2. 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 the employment is
				  carried on.
3. 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 occupation, position, office, or employment was
				  carried on; if any occupation, position, office, or employment required
				  licensing by or registration, with any federal, state, or municipal
				  governmental agency, indicate the fact, the current status of such licensing or
				  registration, and an explanation of any surrender, revocation, suspension, or
				  disciplinary proceedings in connection therewith.
4. Whether or not the person has ever been convicted in a
				  criminal proceeding (excluding minor traffic violations) during the last ten
				  years and, if so, give the date, nature of conviction, name and location of
				  court, and penalty imposed or other disposition of the case.
ITEM 4. NATURE, SOURCE, AND AMOUNT OF CONSIDERATION
1. 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.
2. Explain the criteria used in determining the nature and
				  amount of the consideration.
3. 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 must specifically request
				  that the identity be kept confidential.
ITEM 5. 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 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. The description shall identify the persons
				  with whom the 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 during
				  the twelve 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.
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 twelve
				  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
1. Financial statements, exhibits, and three-year financial
				  projections of the insurers must be attached to this statement as an appendix,
				  but list under this item the financial statements and exhibits so
				  attached.
2. The financial statements must include the annual financial
				  statements of the persons identified in Item 2 (c) for the preceding five
				  fiscal years (or for a lesser period as an applicant and its affiliates and any
				  predecessors thereof shall have been in existence), and similar information
				  covering the period from the end of the person's last fiscal year, if the
				  information is available. The statements may be prepared on either an
				  individual basis, or, unless the commissioner otherwise requires, on a
				  consolidated basis if the consolidated statements are prepared in the usual
				  course of business.
The annual financial statements of the applicant must be
				  accompanied by the certificate of an independent public accountant to the
				  effect that the 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.
3. 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
				  sections 45-03-05-04 and
				  45-03-05-06.
ITEM 13. 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 fifteen days after the end of
				  the month in which the acquisition of control occurs.
ITEM 14. SIGNATURE AND CERTIFICATION
Signature and certification required as follows:
SIGNATURE
Pursuant to the requirements of North Dakota Century Code
				  Section 26.1-10-03, _____________________ has caused this application to be
				  duly
Name of Applicant
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 the applicant has duly
				  executed the attached application dated ___________________ , 20 ___, for and
				  on behalf of __________________________ ; that the applicant is the
(Name of Applicant)
_________________ of the company and that the applicant is
				  (Title of officer)
authorized to execute and file the instrument. Deponent
				  further says that deponent is familiar with the instrument and the contents
				  thereof, and that the facts therein set forth are true to the best of
				  deponent's knowledge, information, and belief.
(Signature) ___________________
(Type or print name beneath)
				  ___________________________