Washington Administrative Code › Title 284 - Insurance Commissioner, Office of the › Chapter 284-18 - Washington insurance holding company regulation › Section 284-18-910 - Form A

Current through Register Vol. 24-14, July 15, 2024
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ITEM 1. INSURER AND 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 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 of the inter-relationships 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 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 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 employment is carried on;
(c) 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 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 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 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, he or she 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 must identify the persons 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 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
(a) Financial statements, exhibits, and
			 three-year projections of the insurer(s) must be attached to this statement as
			 an appendix, but list under this item the financial statements and exhibits so
			 attached.
(b) 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 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 the information is available. The
			 statements must 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.
(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 WAC
			 284-18-300 or
			 284-18-320.
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 business 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
Under the requirements of
				RCW
				 48.31B.015 _________ has caused this
				application to be duly signed on its behalf in the City of_________ and State
				of_________ on the_________ day of_________, 20_________.
(SEAL)__________________
Name of Applicant
BY__________________
Attest: (Name) (Title)
__________________
(Signature of Officer)
__________________
(Title)
CERTIFICATION
The undersigned deposes and says that (s)he has duly executed
				the attached application dated_________, 20_________, for and on behalf of
				(Name of Applicant); that (s)he is the (Title of Officer) of such company and
				that (s)he is authorized to execute and file the instrument. Deponent further
				says that (s)he is familiar with such instrument and the contents thereof, and
				that the facts therein set forth are true to the best of his/her knowledge,
				information and belief.
(Signature)__________________
(Type or print name
				beneath)__________________
Statutory Authority:
				  RCW
				   48.02.060 and 1993 c 462 § 9. 93-19-005
				  (Order R 93-9), §
										284-18-910, filed 9/1/93,
				  effective 10/2/93.