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 › Appendix A › Form A - STATEMENT REGARDING THE ACQUISITION OF CONTROL OF OR MERGER WITH A DOMESTIC INSURER

Current through Register Vol. 54, No. 28, July 13, 2024
(
Name of Domestic
						Insurer
)
BY: (
Name of Acquiring Person
						(Applicant)
)
Filed with the Insurance Department of the Commonwealth
						of Pennsylvania
Dated:
Name, title, address and telephone number of individual
						to whom notices and correspondence concerning this form should be
						addressed:
Item 1. Insurer and Method of
						Acquisition
State the name, NAIC code number 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 operations for the past five (5) years or for such
						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.
C. Furnish a chart or listing clearly presenting the
						identities and 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 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
Furnish a third-party background check upon request and
						biographical affidavit for (1) the applicant if the applicant 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. Biographical affidavits filed with the Department within the
						immediately preceding 3 years need not be included if there has been no change
						in the information already on file.
Biographical affidavits shall be signed in the original
						and shall include the following:
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 employment is
						carried on.
C. Material occupations, positions, offices or employment
						during the last five (5) years, giving the starting and ending date 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 that fact, the current status of the licensing or
						registration, and an explanation of any surrender, revocation, suspension or
						disciplinary proceedings in connection therewith.
D. Whether or not the person has ever been convicted in a
						criminal proceeding (excluding minor traffic violations) during the last ten
						(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.
The Department will accept copies of original, signed
						biographical affidavits filed with the chief insurance regulatory official of
						another jurisdiction if the following conditions are met:
(1) The identity of the chief insurance regulatory
						official holding the original affidavit and the date of the original filing are
						provided in this statement.
(2) The original affidavit was filed within the
						immediately preceding three years.
(3) There has been no change in the information required
						in the affidavit.
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 the 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 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.
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 person 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 during
						the twelve (12) calendar months preceding the filing of this statement.
Include in the description the dates of purchase, the
						name 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
						(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, and three-year
						financial projection of the insurer(s) 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 annual
						financial statements of the persons identified in Item 2(c) for the preceding
						five (5) fiscal years (or for such lesser period as the 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 that information is available. Statements may be prepared on
						either an individual basis, or, unless the Commissioner 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 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 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 that 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 that state.
C. If the acquiring person is an individual, the
						Department may require the filing of Federal income tax returns in lieu of
						audited financial statements. Any returns filed shall be given confidential
						treatment and shall not be subject to subpoena and shall not be made public by
						the Department or any other person.
D. 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 this
						chapter.
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 thirty (30) days after
						the end of the month in which the acquisition of control occurs and annually
						thereafter as long as control exists or upon request as necessary for the
						Commissioner to evaluate enterprise risk of the insurer unless otherwise
						ordered by the Commissioner.
Item 14. Signature and
						Certification
Signature and certification required as follows:
SIGNATURE
Pursuant to the requirements of Section 1402 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 _____________ , ___________.
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