reglab/statecodes huggingface dataset:
Pennsylvania Code › Title 31 - INSURANCE › Part I - General Provisions › Subpart B - Securities and Stock Transactions › Chapter 23 - PROXIES, CONSENTS AND AUTHORIZATIONS › Subchapter E - ELECTION CONTESTS › FILING INFORMATION REQUIRED BY SCHEDULE B › Section 23.62 - Reports subsequent to solicitation

Current through Register Vol. 54, No. 28, July 13, 2024
Within 5 business days after a solicitation subject to
						  this subchapter is made by the management of an insurer (or any longer period
						  which the Insurance Department may authorize upon a showing of good cause),
						  there shall be filed with the Insurance Department by or on behalf of each
						  participant in the solicitation, other than the insurer, and by or on behalf of
						  each management nominee for director, a statement in duplicate containing the
						  information specified by Schedule B, as described in Subchapter F (relating to
						  required information for Schedules A and B).
This section cited in 31 Pa. Code §
														23.64 (relating to information as
							 to additional participants); and 31 Pa. Code § 23.67 (relating to
							 solicitations prior to written proxy
							 statements).
Pennsylvania Code › Title 31 - INSURANCE › Part I - General Provisions › Subpart B - Securities and Stock Transactions › Chapter 23 - PROXIES, CONSENTS AND AUTHORIZATIONS › Subchapter E - ELECTION CONTESTS › FILING INFORMATION REQUIRED BY SCHEDULE B › Section 23.63 - Opposition solicitation

Current through Register Vol. 54, No. 28, July 13, 2024
If any solicitation on behalf of management or any
						  other person has been made or if proxy material is ready for distribution prior
						  to an opposition solicitation subject to this subchapter, a statement in
						  duplicate containing the information specified in Schedule B, as described in
						  Subchapter F (relating to required information for Schedules A and B), shall be
						  filed with the Insurance Department by or on behalf of each participant in the
						  prior solicitation, other than the insurer, as soon as reasonably practicable
						  after the commencement of the opposing solicitation.
This section cited in 31 Pa. Code §
														23.64 (relating to information as
							 to additional participants); and 31 Pa. Code § 23.67 (relating to
							 solicitations prior to written proxy
							 statements).
Pennsylvania Code › Title 31 - INSURANCE › Part I - General Provisions › Subpart B - Securities and Stock Transactions › Chapter 23 - PROXIES, CONSENTS AND AUTHORIZATIONS › Subchapter E - ELECTION CONTESTS › FILING INFORMATION REQUIRED BY SCHEDULE B › Section 23.64 - Information as to additional participants

Current through Register Vol. 54, No. 28, July 13, 2024
If, subsequent to the filing of the statements required
						  by §§
												23.61-23.63 (relating to duplicate
						  information; reports subsequent to solicitation; opposition solicitation),
						  additional persons become participants in a solicitation, there shall be filed
						  with the Insurance Department by or on behalf of each person a statement in
						  duplicate containing the information specified by Schedule B, as described in
						  Subchapter F (relating to required information for Schedules A and B), within 3
						  business days after the person becomes a participant (or within any longer
						  period the Insurance Department may authorize upon a showing of good
						  cause).
Pennsylvania Code › Title 31 - INSURANCE › Part I - General Provisions › Subpart B - Securities and Stock Transactions › Chapter 23 - PROXIES, CONSENTS AND AUTHORIZATIONS › Subchapter E - ELECTION CONTESTS › FILING INFORMATION REQUIRED BY SCHEDULE B › Section 23.65 - Material changes

Current through Register Vol. 54, No. 28, July 13, 2024
If any material change occurs in the facts reported in
						  any statement filed by or on behalf of any participant, an appropriate
						  amendment to the statement shall be filed promptly with the Insurance
						  Department.
Pennsylvania Code › Title 31 - INSURANCE › Part I - General Provisions › Subpart B - Securities and Stock Transactions › Chapter 23 - PROXIES, CONSENTS AND AUTHORIZATIONS › Subchapter E - ELECTION CONTESTS › FILING INFORMATION REQUIRED BY SCHEDULE B › Section 23.66 - Public files

Current through Register Vol. 54, No. 28, July 13, 2024
Each statement and amendment filed according to the
						  provisions of this Subchapter shall be part of the public files of the
						  Insurance Department.
This section cited in 31 Pa. Code §
														23.67 (relating to solicitations
							 prior to written proxy statements).
Pennsylvania Code › Title 31 - INSURANCE › Part I - General Provisions › Subpart B - Securities and Stock Transactions › Chapter 23 - PROXIES, CONSENTS AND AUTHORIZATIONS › Subchapter E - ELECTION CONTESTS › FILING INFORMATION REQUIRED BY SCHEDULE B › Section 23.67 - Solicitations prior to written proxy statements

Current through Register Vol. 54, No. 28, July 13, 2024
Solicitations subject to this subchapter may be made
						  prior to furnishing security holders with written proxy information, as
						  described in Subchapter F (relating to required information for Schedules A and
						  B), if the following conditions are met:
(1) The statements required by §
												23.66 (relating to public files)
						shall be filed by or on behalf of each participant in such a
						solicitation.
(2) No form of proxy
						shall be furnished to security holders prior to the time the written proxy
						statement required by §
												23.21 (relating to required
						information prior to solicitations) is furnished to such persons. This
						paragraph shall not apply if a proxy statement then meeting the requirements of
						Schedule A has been furnished to security holders.
(3) At least the information specified in
						§§
												23.62 and
						23.63 (relating to reports
						subsequent to solicitation; and opposition solicitation) or an appropriate
						summary shall be included in each communication sent or given to security
						holders in connection with the solicitation.
(4) A written proxy statement containing the
						information specified in Schedule A with respect to a solicitation shall be
						sent or given to security holders at the earliest practicable date.
This section cited in 31 Pa. Code §
														23.46 (relating to definitive
							 copies of soliciting material in the form of public
							 statements).
Pennsylvania Code › Title 31 - INSURANCE › Part I - General Provisions › Subpart B - Securities and Stock Transactions › Chapter 23 - PROXIES, CONSENTS AND AUTHORIZATIONS › Subchapter F - REQUIRED INFORMATION FOR SCHEDULES A AND B › SCHEDULE A › Section 23.71 - Revocability of proxy-Item 1

Current through Register Vol. 54, No. 28, July 13, 2024
It shall be stated whether or not the person giving the
						  proxy has the power to revoke it. If the right of revocation before the proxy
						  is exercised is limited or is subject to compliance with any formal procedure,
						  the limitation or procedure shall be briefly described.
Pennsylvania Code › Title 31 - INSURANCE › Part I - General Provisions › Subpart B - Securities and Stock Transactions › Chapter 23 - PROXIES, CONSENTS AND AUTHORIZATIONS › Subchapter F - REQUIRED INFORMATION FOR SCHEDULES A AND B › SCHEDULE A › Section 23.72 - Rights of appraisal of dissenters-Item 2

Current through Register Vol. 54, No. 28, July 13, 2024
Rights of appraisal or similar rights of dissenting
						  security holders shall be outlined briefly with respect to any matter to be
						  acted upon, and any statutory procedure required to be followed by the security
						  holders in order to perfect their rights shall be indicated. If such rights may
						  be exercised only within a limited time after the date of the adoption of a
						  proposal, the filing of a charter amendment, or some other similar act, it
						  shall be stated whether the person solicited will be notified of that
						  date.
Pennsylvania Code › Title 31 - INSURANCE › Part I - General Provisions › Subpart B - Securities and Stock Transactions › Chapter 23 - PROXIES, CONSENTS AND AUTHORIZATIONS › Subchapter F - REQUIRED INFORMATION FOR SCHEDULES A AND B › SCHEDULE A › Section 23.73 - Persons making solicitations not subject to election contests provisions-Item 3

Current through Register Vol. 54, No. 28, July 13, 2024
(a) For persons
						making solicitations not subject to Subchapter E (relating to election
						contests), it shall be stated whether the solicitation is made by the
						management of the insurer. The name of any director of the insurer who has
						informed the management in writing that he intends to oppose any action
						intended to be taken by the management shall be stated. The action which he
						intends to oppose shall also be indicated.
(b) If the solicitation is made by other than
						the management of the insurer, the names and addresses of the persons by whom
						and on whose behalf it is made, as well as the names and addresses of the
						persons by whom the cost of solicitation has been or will be borne, directly or
						indirectly, shall be stated.
(c) If
						the solicitation is to be made by specially engaged employes or paid
						solicitors, the following information shall be stated:
(1) The material features of any contract or
						arrangement for the solicitation and identification of the parties.
(2) The cost or anticipated cost
						thereof.
Pennsylvania Code › Title 31 - INSURANCE › Part I - General Provisions › Subpart B - Securities and Stock Transactions › Chapter 23 - PROXIES, CONSENTS AND AUTHORIZATIONS › Subchapter F - REQUIRED INFORMATION FOR SCHEDULES A AND B › SCHEDULE A › Section 23.74 - Interest of certain persons to be acted upon-Item 4

Current through Register Vol. 54, No. 28, July 13, 2024
Any substantial interest, whether direct or indirect,
						  shall be described briefly as to security holdings or otherwise if held by a
						  director, nominees for election to director, or officers and, if the
						  solicitation is made other than on behalf of management, as to each person on
						  whose behalf the solicitation is made in any matter to be voted on, other than
						  elections to office.
Pennsylvania Code › Title 31 - INSURANCE › Part I - General Provisions › Subpart B - Securities and Stock Transactions › Chapter 23 - PROXIES, CONSENTS AND AUTHORIZATIONS › Subchapter F - REQUIRED INFORMATION FOR SCHEDULES A AND B › SCHEDULE A › Section 23.75 - Voting securities-Item 5

Current through Register Vol. 54, No. 28, July 13, 2024
(a)
						The number of shares outstanding and the number of votes to which each class is
						entitled shall be stated as to each class of voting securities of the insurer
						entitled to be voted at the meeting.
(b) The date of determination of the record
						list of security holders entitled to vote shall be stated. If the right to vote
						is not limited to security holders of record on that date, the conditions under
						which other security holders may be entitled to vote shall be
						indicated.
(c) If action is to be
						taken with respect to the election of directors and if the persons solicited
						have cumulative voting rights, a statement shall be made that they have those
						rights, and a brief statement as to the conditions precedent to the exercise of
						the cumulative voting rights.
Pennsylvania Code › Title 31 - INSURANCE › Part I - General Provisions › Subpart B - Securities and Stock Transactions › Chapter 23 - PROXIES, CONSENTS AND AUTHORIZATIONS › Subchapter F - REQUIRED INFORMATION FOR SCHEDULES A AND B › SCHEDULE A › Section 23.76 - Nominees and directors-Item 6

Current through Register Vol. 54, No. 28, July 13, 2024
If action is to be taken with respect to the election
						  of directors, all of the following information shall be given, in tabular form
						  to the extent practicable, with respect to each person nominated for election
						  as a director and every other person whose term of office as a director will
						  continue after the meeting:
(1) The
						name of each such person, the date when his term of office or the term of
						office for which he is a nominee will expire, and all other positions and
						offices with the insurer presently held by him, as well as the names of those
						persons who are nominees for election as directors at the meeting.
(2) The present principal occupation or
						employment of such person and the name and principal business of any
						corporation or other organization in which his employment is carried on.
						Similar information shall be furnished as to all of his principal occupations
						or employments during the last five years, unless at present he is a director
						and was elected to his present term of office by a vote of security holders at
						a meeting for which proxies were solicited under the provisions of this
						chapter.
(3) If the person is or
						has been a director for the insurer, the period or periods during which he
						served as director.
(4) As of the
						most recent practicable date, the approximate amount of each class of equity
						securities of the insurer or any of its parents, subsidiaries, or affiliates,
						other than directors' qualifying shares owned beneficially, either directly or
						indirectly, by the person in question. If he is not the beneficial owner of the
						stated securities, a statement shall be made to that effect.
Pennsylvania Code › Title 31 - INSURANCE › Part I - General Provisions › Subpart B - Securities and Stock Transactions › Chapter 23 - PROXIES, CONSENTS AND AUTHORIZATIONS › Subchapter F - REQUIRED INFORMATION FOR SCHEDULES A AND B › SCHEDULE A › Section 23.77 - Remuneration and other transactions-Item 7

Current through Register Vol. 54, No. 28, July 13, 2024
(a) Information shall be furnished as
						reported or required in Item 1 of Schedule SIS, as promulgated by the National
						Association of Insurance Commissioners, under the heading "Information
						Regarding Management and Directors," if action is to be taken with respect to
						any of the following:
(1) The election of
						directors.
(2) Any remuneration
						plan, contract, or arrangement in which any director, nominee for election as a
						director, or officer of the insurer will participate.
(3) Any pension or retirement plan in which
						any such person will participate.
(4) The granting or extension to any such
						person of any options, warrants, or rights to purchase any securities, other
						than warrants or rights issued to security holders as such on a pro rata
						basis.
Pennsylvania Code › Title 31 - INSURANCE › Part I - General Provisions › Subpart B - Securities and Stock Transactions › Chapter 23 - PROXIES, CONSENTS AND AUTHORIZATIONS › Subchapter F - REQUIRED INFORMATION FOR SCHEDULES A AND B › SCHEDULE A › Section 23.78 - Bonus, profit-sharing, and other remuneration plans-Item 8

Current through Register Vol. 54, No. 28, July 13, 2024
If action is to be taken with respect to any bonus,
						  profit-sharing, or other remuneration plan of the insurer, all of the following
						  information shall be furnished:
(1) A
						brief description of the material features of the plan, each class of persons
						who will participate in the plan, the approximate number of persons in each
						class, and the basis of their participation.
(2) The amounts which would have been
						distributable to the following people under the plan during the last calendar
						year:
(i) Each person named in Item 7 of
						Schedule A, as described in §
													23.77 (relating to remuneration
						and other transactions-Item 7).
(ii) All directors and officers as a
						group.
(iii) All other employes as
						a group, if the plan had been in effect.
Pennsylvania Code › Title 31 - INSURANCE › Part I - General Provisions › Subpart B - Securities and Stock Transactions › Chapter 23 - PROXIES, CONSENTS AND AUTHORIZATIONS › Subchapter F - REQUIRED INFORMATION FOR SCHEDULES A AND B › SCHEDULE A › Section 23.79 - Pension and retirement plans-Item 9

Current through Register Vol. 54, No. 28, July 13, 2024
If action is to be taken with respect to any pension or
						  retirement plan of the insurer, the following information shall be
						  furnished:
(1) A brief description of
						the material features of the plan, each class of persons who will participate
						in the plan, the approximate number of persons in each class, and the basis of
						their participation. Such description shall include all of the following:
(i) The approximate total amount necessary to
						fund the plan with respect to past services, the period over which the amount
						is to be paid, and the estimated annual payments necessary to pay the total
						amount over that period.
(ii) The
						estimated annual payment to be made with respect to current services.
(iii) The amount of the annual payments to be
						made for the benefit of each person named in Item 7 of Schedule A, as described
						in §
													23.77 (relating to remuneration
						and other transactions-Item 7), directors and officers as a group, and employes
						as a group.
Pennsylvania Code › Title 31 - INSURANCE › Part I - General Provisions › Subpart B - Securities and Stock Transactions › Chapter 23 - PROXIES, CONSENTS AND AUTHORIZATIONS › Subchapter F - REQUIRED INFORMATION FOR SCHEDULES A AND B › SCHEDULE A › Section 23.80 - Options, warrants, or rights-Item 10

Current through Register Vol. 54, No. 28, July 13, 2024
(a) When used in this section, the term
						"warrants" means any options, warrants or rights.
(b) If action is to be taken with respect to
						the granting or extension of any warrants to purchase securities of the insurer
						or any subsidiary or affiliate, other than warrants issued to all security
						holders on a pro rata basis, all of the following information shall be
						furnished:
(1) The title and amount of
						securities called for or to be called for, as well as the prices, expiration
						dates, and other material conditions upon which the warrants may be exercised,
						the consideration received or to be received by the insurer, subsidiary, or
						affiliate for the granting or extension of the warrants, and the market value
						of the securities called for or to be called for by the warrants as of the
						latest practicable date.
(2) If
						known, the total amount of securities called for or to be called for by
						warrants received or to be received by the following persons, naming each
						person:
(i) Each person named in Item 7 of
						Schedule A, as described in §
														23.77 (relating to remuneration
						and other transactions-Item 7).
(ii) Each other person who will be entitled
						to acquire 5.0% or more of the securities called for or to be called for by the
						warrants.
(3) If known,
						the total amount of securities called for or to be called for by such warrants,
						received or to be received by all directors and officers of the company as a
						group and all employes, without naming them.
Pennsylvania Code › Title 31 - INSURANCE › Part I - General Provisions › Subpart B - Securities and Stock Transactions › Chapter 23 - PROXIES, CONSENTS AND AUTHORIZATIONS › Subchapter F - REQUIRED INFORMATION FOR SCHEDULES A AND B › SCHEDULE A › Section 23.81 - Authorization or issuance of securities-Item 11

Current through Register Vol. 54, No. 28, July 13, 2024
(a) If action is to be taken with respect to
						the authorization or issuance of any securities of the insurer, the title,
						amount and description of the securities to be authorized or issued shall be
						furnished.
(b) If the securities
						are other than additional shares of common stock of a class outstanding, a
						brief summary of the following shall be furnished, if applicable:
(1) Dividend, voting, liquidation,
						preemptive, and conversion rights.
(2) Redemption and sinking fund
						provisions.
(3) Interest rate and
						date of maturity.
Pennsylvania Code › Title 31 - INSURANCE › Part I - General Provisions › Subpart B - Securities and Stock Transactions › Chapter 23 - PROXIES, CONSENTS AND AUTHORIZATIONS › Subchapter F - REQUIRED INFORMATION FOR SCHEDULES A AND B › SCHEDULE A › Section 23.82 - Mergers, consolidations, acquisitions, and similar matters-Item 12

Current through Register Vol. 54, No. 28, July 13, 2024
(a) If action is to
						be taken with respect to a merger, consolidation, acquisition, or any similar
						matter, all of the following information shall be furnished in brief outline
						form:
(1) The rights of appraisal or similar
						rights of dissenters with respect to any matters to be acted upon. The
						procedures required to be followed by dissenting security holders in order to
						perfect such rights shall be indicated.
(2) The material features of the plan or
						agreement.
(3) The business done by
						the company to be acquired or whose assets are being acquired.
(4) If available, the high and low sales
						prices for each quarterly period within 2 years.
(5) The percentage of outstanding shares
						which must approve the transaction before it is consummated.
Pennsylvania Code › Title 31 - INSURANCE › Part I - General Provisions › Subpart B - Securities and Stock Transactions › Chapter 23 - PROXIES, CONSENTS AND AUTHORIZATIONS › Subchapter F - REQUIRED INFORMATION FOR SCHEDULES A AND B › SCHEDULE A › Section 23.83 - Restatement of accounts-Item 13

Current through Register Vol. 54, No. 28, July 13, 2024
If action is to be taken with respect to the
						  restatement of an asset, capital, or surplus account of the insurer, all of the
						  following information shall be furnished:
(1) The nature of the restatement and the
						date on which it is to be effective.
(2) A brief outline of the reasons for the
						restatement and for the selection of the particular effective date.
(3) The name and amount of each account
						effected by the restatement and the effect of the restatement
						thereon.
Pennsylvania Code › Title 31 - INSURANCE › Part I - General Provisions › Subpart B - Securities and Stock Transactions › Chapter 23 - PROXIES, CONSENTS AND AUTHORIZATIONS › Subchapter F - REQUIRED INFORMATION FOR SCHEDULES A AND B › SCHEDULE A › Section 23.84 - Matters not required to be submitted-Item 14

Current through Register Vol. 54, No. 28, July 13, 2024
If action is to be taken with respect to any matter
						  which is not required to be submitted to a vote of security holders, the nature
						  of the matter shall be stated, as well as the reason for submitting it to a
						  vote of security holders and the action intended to be taken by the management
						  in the event of a negative vote on the matter by the security
						  holders.
Pennsylvania Code › Title 31 - INSURANCE › Part I - General Provisions › Subpart B - Securities and Stock Transactions › Chapter 23 - PROXIES, CONSENTS AND AUTHORIZATIONS › Subchapter F - REQUIRED INFORMATION FOR SCHEDULES A AND B › SCHEDULE A › Section 23.85 - Amendment of charter, bylaws, and other documents-Item 15

Current through Register Vol. 54, No. 28, July 13, 2024
If action is to be taken with respect to any amendment
						  of the charter, bylaws, or other documents of the insurer, the reasons for and
						  general effect of such an amendment, as well as the vote needed for its
						  approval, shall be stated briefly.
Pennsylvania Code › Title 31 - INSURANCE › Part I - General Provisions › Subpart B - Securities and Stock Transactions › Chapter 23 - PROXIES, CONSENTS AND AUTHORIZATIONS › Subchapter F - REQUIRED INFORMATION FOR SCHEDULES A AND B › SCHEDULE B › Section 23.91 - Coverage

Current through Register Vol. 54, No. 28, July 13, 2024
Schedule B shall deal with information to be included
						  in statements to be filed by or on behalf of a participant (other than the
						  insurer) in a proxy solicitation in an election contest.
Pennsylvania Code › Title 31 - INSURANCE › Part I - General Provisions › Subpart B - Securities and Stock Transactions › Chapter 23 - PROXIES, CONSENTS AND AUTHORIZATIONS › Subchapter F - REQUIRED INFORMATION FOR SCHEDULES A AND B › SCHEDULE B › Section 23.92 - Insurer-Item 1

Current through Register Vol. 54, No. 28, July 13, 2024
The name and address of the insurer shall be
						  stated.
Pennsylvania Code › Title 31 - INSURANCE › Part I - General Provisions › Subpart B - Securities and Stock Transactions › Chapter 23 - PROXIES, CONSENTS AND AUTHORIZATIONS › Subchapter F - REQUIRED INFORMATION FOR SCHEDULES A AND B › SCHEDULE B › Section 23.93 - Identity and background-Item 2

Current through Register Vol. 54, No. 28, July 13, 2024
(a)
						All of the following information shall be stated:
(1) The name and business address.
(2) The present principal occupation or
						employment and the name, principal business, and address of any corporation or
						other organization in which such employment is carried on.
(3) The residence address.
(4) Information as to all material
						occupations, positions, offices or employments during the last 10 years, giving
						the starting and ending dates of each and the name, principal business, and
						address of any business corporation or other business organization in which
						each occupation, position, office or employment was carried
						on.
Pennsylvania Code › Title 31 - INSURANCE › Part I - General Provisions › Subpart B - Securities and Stock Transactions › Chapter 23 - PROXIES, CONSENTS AND AUTHORIZATIONS › Subchapter F - REQUIRED INFORMATION FOR SCHEDULES A AND B › SCHEDULE B › Section 23.94 - Interest in securities of the insurer- Item 3

Current through Register Vol. 54, No. 28, July 13, 2024
(a) The amount of each class of the
						securities of the insurer owned by the person filling out the form, either
						beneficially, directly or indirectly, shall be stated.
(b) The amount of each class of securities of
						the insurer owned of record but not beneficially shall be stated.
(c) As to all securities of the insurer
						purchased or sold within the past two years, the dates on which they were
						purchased or sold and the amount purchased or sold on each date shall be
						stated.
(d) If any part of the
						purchase price or market value of any of the securities specified in subsection
						(c) is represented by funds borrowed or otherwise obtained for the purpose of
						acquiring or holding such securities, that fact shall be stated as well as the
						amount of the indebtedness as of the latest practicable date. If the funds were
						borrowed or obtained in any other way than by a margin account or bank loan in
						the regular course of business of a bank, broker, or dealer, the transaction
						shall be briefly described and the names of the parties shall be
						stated.
(e) The person filling out
						the form shall state whether he is a party to any contracts, arrangements, or
						understandings with any person with respect to any securities of the insurer,
						including but not limited to joint ventures, loan or option arrangements, puts
						or calls, guarantees against losses or guarantees of profits, division of
						losses or profits, or the giving or withholding of proxies. The persons with
						whom such contracts, arrangements, or understandings exist and the details
						shall be stated.
(f) The person
						filling out the form shall state the amount of the insurer's securities owned
						beneficially either directly or indirectly, by each of his associates, and the
						name and address of each associate.
(g) The amount of securities of each class
						shall be stated if owned by any parent, subsidiary, or affiliate of the
						insurer, but which the person filling out the form owns beneficially, whether
						directly or indirectly.
Pennsylvania Code › Title 31 - INSURANCE › Part I - General Provisions › Subpart B - Securities and Stock Transactions › Chapter 23 - PROXIES, CONSENTS AND AUTHORIZATIONS › Subchapter F - REQUIRED INFORMATION FOR SCHEDULES A AND B › SCHEDULE B › Section 23.95 - Other matters generally- Item 4

Current through Register Vol. 54, No. 28, July 13, 2024
All of the following information shall be stated,
						  relevant to the person to whom Schedule B pertains:
(1) A description of the time and
						circumstances under which that person became a participant in the solicitation,
						as well as the nature and extent of his activities or proposed activities as a
						participant.
(2) A brief
						description and, if practicable, a statement of the approximate amount of any
						material interest, whether direct or indirect, of the person and his associates
						in any material transactions since the beginning of the company's last fiscal
						year, or in any material proposed transactions to which the company or any of
						its subsidiaries or affiliates was or is to be a party.
(3) A statement as to whether the person or
						any of his associates have any arrangement or understanding with any person
						with respect to any future employment by the insurer or its subsidiaries or
						affiliates or with respect to any future transactions to which the insurer or
						any of its subsidiaries or affiliates will or may be a party. A description of
						any such arrangement or understanding and a statement of the names of the
						parties thereto shall be included.
Pennsylvania Code › Title 31 - INSURANCE › Part I - General Provisions › Subpart B - Securities and Stock Transactions › Chapter 23 - PROXIES, CONSENTS AND AUTHORIZATIONS › Subchapter F - REQUIRED INFORMATION FOR SCHEDULES A AND B › SCHEDULE B › Section 23.96 - Signature

Current through Register Vol. 54, No. 28, July 13, 2024
The statement shall be dated and signed in the
						  following manner:
"I certify that the statements made in this statement
						  are true, complete, and correct, to the best of my knowledge and
						  belief."
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Pennsylvania Code › Title 31 - INSURANCE › Part I - General Provisions › Subpart B - Securities and Stock Transactions › Chapter 25 - RULES AND PROCEDURAL REQUIREMENTS FOR INSURANCE HOLDING COMPANY SYSTEMS › Section 25.1 - Definitions

Current through Register Vol. 54, No. 28, July 13, 2024
(a) The following
				  words and terms, when used in this chapter, have the following meanings, unless
				  the context clearly indicates otherwise:
Act
-The Insurance Company Law of 1921
					 (40
					 P. S. §§
												341-991.1718).
Commissioner
-The Insurance Commissioner of
					 the Commonwealth.
Corporation
-A corporation organized under
					 a law of the Commonwealth or under the laws of another state, or having an
					 office or transacting business in this Commonwealth.
Department
-The Insurance Department of the
					 Commonwealth.
Executive officer
-A chief executive
					 officer, chief operating officer, chief financial officer, president,
					 treasurer, secretary, controller and other individual performing functions
					 corresponding to those performed by the foregoing officers under whatever
					 title.
NAIC
-The National Association of Insurance
					 Commissioners.
Surplus
-Total assets less total
					 liabilities as calculated and reported in accordance with the annual statement
					 instructions and accounting practices and procedures manual prescribed by the
					 NAIC or as otherwise required by the Commissioner for annual financial
					 statements filed with the Department.
Ultimate controlling person
-A person which
					 is not controlled by another person. An ultimate controlling person may be one
					 or more of the following: individual, corporation, limited liability company,
					 partnership, association, joint stock company, trust, unincorporated
					 organization, or any similar entity or combination of the foregoing who
					 controls another person.
(b)
				  Unless the context otherwise requires, other terms found in this chapter are
				  used as defined in Article XIV of the act (40 P. S. §§
											991.1401-991.1413).
The provisions of this §
												25.1 amended under section
						337.8 and Article XIV of The
						Insurance Company Law of 1921 (40 P. S. §§
													459.8 and
						991.1401-991.1413).
Pennsylvania Code › Title 31 - INSURANCE › Part I - General Provisions › Subpart B - Securities and Stock Transactions › Chapter 25 - RULES AND PROCEDURAL REQUIREMENTS FOR INSURANCE HOLDING COMPANY SYSTEMS › Section 25.8 - Waivers

Current through Register Vol. 54, No. 28, July 13, 2024
This chapter does not constitute a waiver by the Department
					 of its authority, for the purpose of examining into the affairs of a person
					 proposing to acquire or offering to acquire voting securities of an insurer or
					 a person which controls an insurer, to have free access to its books and papers
					 which relate to its business, and to the books and papers kept by any of its
					 agents. The Department may summon, and administer the oath to, and examine as
					 witnesses, the directors, officers and agents of the person and other persons,
					 relative to its affairs, transactions and condition.
The provisions of this §
												25.8 amended under Article XIV The
						Insurance Company Law of 1921 (40 P. S. §§
													991.1401-991.1413); and sections 206, 506,
						1501 and 1502 of The Administrative Code of 1929 (71 P. S. §§
													66,
						186,
						411 and
						412).
Pennsylvania Code › Title 31 - INSURANCE › Part I - General Provisions › Subpart B - Securities and Stock Transactions › Chapter 25 - RULES AND PROCEDURAL REQUIREMENTS FOR INSURANCE HOLDING COMPANY SYSTEMS › Section 25.11 - Expenses of experts and consultants

Current through Register Vol. 54, No. 28, July 13, 2024
(a) Under sections 1402(f)(3) and 1405(a)(4)
				  of the act (40 P. S. §§
											991.1402(f)(3) and
				  991.1405(a)(4)), the
				  Department may retain attorneys, actuaries, accountants and other experts not
				  otherwise a part of the Department's staff as may be reasonably necessary to
				  assist the Department in the evaluation of a filing under this chapter. The
				  Department will provide the person filing with written notice of the engagement
				  of an outside expert, including the expert's name, the terms of engagement and
				  a cost estimate, and will consider any possible cost-saving alternatives
				  suggested by the person filing.
(b)
				  The cost of experts retained by the Department will be charged to and paid by
				  the person filing the statements or a designee of the person acceptable to the
				  Department.
(c) The Department will
				  require hourly charges for experts retained by the Department be comparable to
				  prevailing rates for the services.
(d) In addition to hourly charges, the
				  Department will require that charges for travel, lodging and food expenses of
				  experts retained by the Department be comparable to prevailing rates for
				  similar services and made in accordance with provisions set forth in letters of
				  engagement.
The provisions of this §
												25.11 amended under section
						337.8 and Article XIV of The
						Insurance Company Law of 1921 (40 P. S. §§
													459.8 and
						991.1401-991.1413).
Pennsylvania Code › Title 31 - INSURANCE › Part I - General Provisions › Subpart B - Securities and Stock Transactions › Chapter 25 - RULES AND PROCEDURAL REQUIREMENTS FOR INSURANCE HOLDING COMPANY SYSTEMS › Section 25.12 - Forms-general requirements

Current through Register Vol. 54, No. 28, July 13, 2024
(a) Forms
				  A-F located in Appendix A are intended to be guides in the preparation of the
				  statements required by sections 1402-1405 of the act (40 P. S.
				  §§
											991.1402-991.1405). They are not
				  intended to be blank forms which are to be filled in. The forms filed shall
				  contain the numbers and captions of all items, but the text of the items may be
				  omitted if the answers are prepared in a manner that indicates clearly the
				  scope and coverage of the items. Instructions, whether appearing under the
				  items of the form or elsewhere therein, shall be omitted. Unless expressly
				  provided otherwise, if an item is inapplicable or the answer thereto is in the
				  negative, an appropriate statement to that effect shall be made.
(b) Two copies of Forms A and E and one copy
				  of Forms B-D and F, including exhibits and other papers and documents filed as
				  a part thereof, shall be filed with the Commissioner by personal delivery,
				  mail, facsimile or other form of electronic transmission acceptable to the
				  Department. At least one copy shall be signed in the manner prescribed on the
				  form. Unsigned copies shall be conformed. If the signature of a person is
				  affixed under a power of attorney or other similar authority, a copy of the
				  power of attorney or other authority shall also be filed with the
				  form.
(c) One of the filed copies
				  of Form A shall be available for public inspection as of the date the filing is
				  made; except that copies of personal financial statements of nonpublicly held
				  ultimate controlling persons shall be given confidential treatment. Form A
				  filings also may contain or reference other materials that are confidential,
				  proprietary or privileged under statute, regulation, case law, administrative
				  or court order, or other authority.
(1) If a
				  person filing a Form A wishes to assert that personal financial statements or
				  other materials included or referenced within the filing are confidential,
				  proprietary or privileged and should not be available for public inspection,
				  the person shall notify the Department at the time the initial filing is made
				  as follows:
(i) Identify the specific
				  information, document, report or other material that is asserted to be
				  confidential, proprietary or privileged.
(ii) State the basis upon which the assertion
				  of confidentiality, proprietary or privilege is premised.
(iii) Identify the person to whom inquiries
				  regarding the issue of confidential treatment should be directed.
(iv) Submit one copy of the filing with the
				  materials asserted to be confidential, proprietary or privileged physically
				  separate from the remainder of the filing, or as otherwise instructed by the
				  Department.
Pennsylvania Code › Title 31 - INSURANCE › Part I - General Provisions › Subpart B - Securities and Stock Transactions › Chapter 25 - RULES AND PROCEDURAL REQUIREMENTS FOR INSURANCE HOLDING COMPANY SYSTEMS › Section 25.13 - Forms-incorporation by reference, summaries and omissions

Current through Register Vol. 54, No. 28, July 13, 2024
(a) Information required in Form A, B or D-F
				  located in Appendix A may be incorporated by reference as provided in this
				  subsection if the incorporation would not make the information provided in the
				  form incomplete, unclear or confusing. Information required by an item in Form
				  A, B or D-F may be incorporated by reference in answer or partial answer to
				  another item. Information contained in a financial statement, annual report,
				  proxy statement, statement filed with a governmental authority or another
				  document may be incorporated by reference in answer or partial answer to an
				  item in Form A, B or D-F if the document or paper is filed as an exhibit to the
				  form. Excerpts of documents may be filed as exhibits if the documents are
				  extensive. Documents currently on file with the Commissioner which were filed
				  within the immediately preceding 3 years need not be attached as exhibits if
				  there has been no change in the information already on file. References to
				  information contained in exhibits or in documents already on file shall clearly
				  identify the material and shall specifically indicate that the material is to
				  be incorporated by reference in answer to the item.
(b) If an item requires a summary or outline
				  of the provisions of a document, only a brief statement shall be made as to the
				  pertinent provisions of the document. In addition to the brief statement, the
				  summary or outline may incorporate by reference particular parts of an exhibit
				  or document currently on file with the Commissioner which was filed within the
				  immediately preceding 3 years and may be qualified in its entirety by that
				  reference. When two or more documents required to be filed as exhibits are
				  substantially identical in all material respects, except as to the parties
				  thereto, the dates of execution or other details, a copy of only one of the
				  documents needs be filed with a schedule identifying the omitted documents and
				  setting forth the material details in which the omitted documents differ from
				  the document which is filed.
The provisions of this §
												25.13 issued under Article XIV of
						The Insurance Company Law of 1921 (40 P. S. §§
													991.1401-991.1413); amended under section
						337.8 and Article XIV of the
						Insurance Company Law of 1921 (40 P. S. §§
													459.8 and
						991.1401-991.1413); and
						sections 206, 506, 1501 and 1502 of The Administrative Code of 1929
						(71
						P. S. §§
													66,
						186,
						411 and
						412).
Pennsylvania Code › Title 31 - INSURANCE › Part I - General Provisions › Subpart B - Securities and Stock Transactions › Chapter 25 - RULES AND PROCEDURAL REQUIREMENTS FOR INSURANCE HOLDING COMPANY SYSTEMS › Section 25.14 - Forms-information unknown or unavailable and extension of time to furnish

Current through Register Vol. 54, No. 28, July 13, 2024
If it is impractical to furnish required information,
					 document or report at the time it is required to be filed, a separate document
					 shall be filed with the Commissioner:
(1) Identifying the information, document or
				  report in question.
(2) Stating why
				  the filing thereof at the time required is impractical.
(3) Requesting an extension of time for
				  filing the information, document or report to a specified date. The request for
				  extension shall be deemed granted unless the Commissioner within 30 days after
				  receipt thereof denies the request.
The provisions of this §
												25.14 issued under Article XIV of
						The Insurance Company Law of 1921 (40 P. S. §§
													991.1401-991.1413); amended under section
						337.8 and Article XIV of The
						Insurance Company Law of 1921 (40 P. S. §§
													459.8 and
						991.1401-991.1413); and
						sections 206, 506, 1501 and 1502 of The Administrative Code of 1929
						(71
						P. S. §§
													66,
						186,
						411 and
						412).
Pennsylvania Code › Title 31 - INSURANCE › Part I - General Provisions › Subpart B - Securities and Stock Transactions › Chapter 25 - RULES AND PROCEDURAL REQUIREMENTS FOR INSURANCE HOLDING COMPANY SYSTEMS › Section 25.15 - Forms-additional information and exhibits

Current through Register Vol. 54, No. 28, July 13, 2024
(a) In addition to the information expressly
				  required to be included in Forms A-F located in Appendix A, the person filing
				  shall provide further material information, if any, as necessary for the
				  completion or clarity of the information expressly required in the form. The
				  person filing may also file exhibits as desired in addition to those expressly
				  required by the form. The exhibits shall be marked to indicate clearly the
				  subject matters to which they refer. The Commissioner may require the person
				  filing the form to provide additional information as may be necessary to
				  determine compliance with the act.
(b) Changes to Forms A-F must include on the
				  top of the first page the phrase "Change No. (insert number) to" and indicate
				  the date of the change and not the date of the original filing.
The provisions of this §
												25.15 issued under Article XIV of
						The Insurance Company Law of 1921 (40 P. S. §§
													991.1401-991.1413); amended under section
						337.8 and Article XIV of The
						Insurance Company Law of 1921 (40 P. S. §§
													459.8 and
						991.1401-991.1413); and
						sections 206, 506, 1501 and 1502 of The Administrative Code of 1929
						(71
						P. S. §§
													66,
						186,
						411 and
						412).
Pennsylvania Code › Title 31 - INSURANCE › Part I - General Provisions › Subpart B - Securities and Stock Transactions › Chapter 25 - RULES AND PROCEDURAL REQUIREMENTS FOR INSURANCE HOLDING COMPANY SYSTEMS › Section 25.16 - Acquisition of control-statement filings

Current through Register Vol. 54, No. 28, July 13, 2024
(a) A person required to file a statement
				  under section 1402 of the act (40 P. S. §
											991.1402) shall furnish the required
				  information on Form A located in Appendix A as prescribed by this chapter. If
				  the information requirements in section 1403(c)(2) of the act and the criteria
				  in section 1403(d)(2) of the act (40 P. S. §§
											991.1403(c)(2) and
				  991.1403(d)(2)), regarding
				  the competitive impact of an acquisition in this Commonwealth, apply to a Form
				  A filing, the person shall also furnish the required information on Form E
				  located in Appendix A as prescribed by this chapter.
(b) A person filing a request under section
				  1402(g) of the act for an exemption from section 1402 of the act is not
				  required to file a Form A as prescribed by this chapter but shall provide
				  information deemed by the Commissioner as necessary to determine that an offer,
				  request, invitation, agreement or acquisition does either of the following:
(1) Has not been made or entered into for the
				  purpose and will not have the effect of changing or influencing the control of
				  a domestic insurer.
(2) Otherwise
				  is not comprehended within the purposes of section 1402 of the act.
Pennsylvania Code › Title 31 - INSURANCE › Part I - General Provisions › Subpart B - Securities and Stock Transactions › Chapter 25 - RULES AND PROCEDURAL REQUIREMENTS FOR INSURANCE HOLDING COMPANY SYSTEMS › Section 25.17 - Annual registration of insurers-statement filing

Current through Register Vol. 54, No. 28, July 13, 2024
(a) An insurer required to file an annual
				  registration statement under section 1404 of the act (40 P. S. §
											991.1404) shall furnish the required
				  information on Form B as prescribed by this chapter.
(b) Under section 1404(a) of the act, an
				  insurer shall file a Form B located in Appendix A within 15 days after becoming
				  subject to registration and annually thereafter by March 31 of each year. If
				  the Commissioner approves a merger or acquisition of control, the domestic
				  insurer being acquired shall file a properly completed Form B within 15 days of
				  the end of the month in which the merger or acquisition is
				  consummated.
(c) An amendment to
				  Form B shall be filed within 15 days after the end of a month in which there is
				  a material change to the information provided in the annual registration
				  statement, including changes in officers or directors listed in Item 4 of Form
				  B. An amendment to Form B is not required if a material change has been
				  reported as a dividend, other distribution to shareholders, or other
				  transaction under §§
										25.21 and
				  25.22 (relating to transactions
				  subject to prior notice-notice filing; and all dividends and other
				  distributions), and there has been no change in the reported
				  information.
(d) Amendments shall
				  be filed in the Form B format with only items which are being amended reported.
				  Each amendment shall include at the top of the first page "Amendment No.
				  (insert number) to Form B for (insert year of most recent filing)" and shall
				  indicate the date of the amendment and not the date of the original
				  filing.
The provisions of this §
												25.17 issued under Article XIV of
						The Insurance Company Law of 1921 (40 P. S. §§
													991.1401-991.1413); amended under section
						337.8 of The Insurance Company Law
						of 1921 (40 P. S. §
													459.8).