Rhode Island Code of Regulations › Title 230 - Department of Business Regulation › Chapter 20 - Insurance › Subchapter 45 - Financial Standards and Corporate Operations › Part 1 - Insurance Holding Company Systems (230-RICR-20-45-1) › Section 230-RICR-20-45-1.23 - Form A: Statement Regarding Theacquisition Of Control Of Or Merger With A Domestic Insurer

Current through June 14, 2024
______________________________
Name of Domestic Insurer
By
_________________________________
Name of Acquiring Person (Applicant)
Filed with the Insurance Department of Rhode
								Island
Dated:
								_____________________________________________
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
(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 such 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 of the inter-relationships 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, 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 (s)he is an individual or (2) all persons who are directors,
								executive officers or owners of ten percent (10%) 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 5 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.
(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.
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 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, he 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 persons 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. Such 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 (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.
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, exhibits, and three-year
								financial projections 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.
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 §§
														1.4  and  1.6   of this Part.
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 (15)
								days after the end of the month in which the acquisition of control occurs.
ITEM 14. SIGNATURE AND CERTIFICATION
Signature and certification of the following
								form:
SIGNATURE
Pursuant to the requirements of R.I. Gen. Laws
								§
														27-35-2 and the Part thereunder
								____________________________ has caused this application to
(Name of Applicant)
be duly 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 he has duly
								executed the attached application dated ________________, for and on behalf of
								_________________________________ :
(Name of Applicant)
that he is the _______________________________ of
								such company, and
(Title of Officer)
that he is authorized to execute and file such
								instrument. Deponent further says that he is familiar with such instrument and
								the contents thereof, and that the facts therein set forth are true to the best
								of his knowledge, information and belief.
(Signature)
								____________________________________________________________
(Type or print name beneath)
								______________________________________________