Washington Administrative Code › Title 284 - Insurance Commissioner, Office of the › Chapter 284-18 - Washington insurance holding company regulation › Section 284-18-920 - Form B

Current through Register Vol. 24-14, July 15, 2024
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ITEM 1. IDENTITY AND CONTROL OF REGISTRANT
Furnish the exact name of each insurer registering or being
				registered (hereinafter called "the registrant"), the home office address and
				principal executive offices of each; the date on which each registrant became
				part of the insurance holding company system; and the method(s) by which
				control of each registrant was acquired and is maintained.
ITEM 2. ORGANIZATIONAL CHART
Furnish a chart or listing clearly presenting the identities of
				and interrelationships among all affiliated persons within the insurance
				holding company system. The chart or listing must show the percentage of each
				class of voting securities of each affiliate which is owned, directly or
				indirectly, by another affiliate. If control of any person within the system 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.
ITEM 3. THE ULTIMATE CONTROLLING PERSON
As to the ultimate controlling person in the insurance holding
				company system furnish the following information:
(a) Name.
(b) Home office address.
(c) Principal executive office
			 address.
(d) The organizational
			 structure of the person, i.e., corporation, partnership, individual, trust,
			 etc.
(e) The principal business of
			 the person.
(f) The name and
			 address of any person who holds or owns ten percent or more of any class of
			 voting security, the class of the security, the number of shares held of record
			 or known to be beneficially owned, and the percentage of class so held or
			 owned.
(g) If court proceedings
			 involving a reorganization or liquidation are pending, indicate the title and
			 location of the court, the nature of proceedings and the date when
			 commenced.
ITEM 4. BIOGRAPHICAL INFORMATION
If the ultimate controlling person is a corporation, an
				organization, a limited liability company, or other legal entity, furnish the
				following information for the directors and executive officers of the ultimate
				controlling person: The individual's name and address, his or her principal
				occupation and all offices and positions held during the past five years, and
				any conviction of crimes other than minor traffic violations during the past
				ten years. If the ultimate controlling person is an individual, furnish the
				individual's name and address, his or her principal occupation and all offices
				and positions held during the past five years, and any convictions of crimes
				other than minor traffic violations.
ITEM 5. TRANSACTIONS AND AGREEMENTS
Briefly describe the following agreements in force, and
				transactions currently outstanding or which have occurred during the last
				calendar year between the registrant and its affiliates:
(a) Loans, other investments, or purchases,
			 sales or exchanges of securities of the affiliates by the registrant or of the
			 registrant by its affiliates;
(b)
			 Purchases, sales or exchanges of assets;
(c) Transactions not in the ordinary course
			 of business;
(d) Guarantees or
			 undertakings for the benefit of an affiliate which result in an actual
			 contingent exposure of the registrant's assets to liability, other than
			 insurance contracts entered into in the ordinary course of the registrant's
			 business;
(e) All management
			 agreements, service contracts and all cost-sharing arrangements;
(f) Reinsurance agreements;
(g) Dividends and other distributions to
			 shareholders;
(h) Consolidated tax
			 allocation agreements; and
(i) Any
			 pledge of the registrant's stock or of the stock of any subsidiary or
			 controlling affiliate, for a loan made to any member of the insurance holding
			 company system.
No information need be disclosed if such information is not
				material for purposes of
				RCW
				 48.31B.025.
Sales, purchases, exchanges, loans or extensions of credit,
				investments or guarantees involving one-half of one percent or less of the
				registrant's admitted assets as of the preceding December 31st are not
				material. (Note: Commissioner may by rule, regulation, or order provide
				otherwise.)
The description must be in a manner as to permit the proper
				evaluation thereof by the commissioner, and must include at least the
				following: The nature and purpose of the transaction, the nature and amounts of
				any payments or transfers of assets between the parties, the identity of all
				parties to the transaction, and relationship of the affiliated parties to the
				registrant.
ITEM 6. LITIGATION OR ADMINISTRATIVE
				PROCEEDINGS
A brief description of any litigation or administrative
				proceedings of the following types, either then pending or concluded within the
				preceding fiscal year, to which the ultimate controlling person or any of its
				directors or executive officers was a party or of which the property of any
				person is or was the subject; give the names of the parties and the court or
				agency in which the litigation or proceeding is or was pending:
(a) Criminal prosecutions or administrative
			 proceedings by any government agency or authority which may be relevant to the
			 trustworthiness of any party thereto; and
(b) Proceedings which may have a material
			 effect upon the solvency or capital structure of the ultimate holding company
			 including, but not necessarily limited to, bankruptcy, receivership or other
			 corporate reorganizations.
ITEM 7. STATEMENT REGARDING PLAN OR SERIES OF
				TRANSACTIONS
The insurer must furnish a statement that transactions entered
				into since the filing of the prior year's annual registration statement are not
				part of a plan or series of like transactions, the purpose of which is to avoid
				statutory threshold amounts and the review that might otherwise occur.
ITEM 8. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements and exhibits must be
			 attached to this statement as an appendix, but list under this item the
			 financial statements and exhibits so attached.
(b) If the ultimate controlling person is a
			 corporation, an organization, a limited liability company, or other legal
			 entity, the financial statements must include the annual financial statements
			 of the ultimate controlling person in the insurance holding company system as
			 of the end of the person's latest fiscal year.
If at the time of the initial registration, the annual
				financial statements for the latest fiscal year are not available, annual
				statements for the previous fiscal year may be filed and similar financial
				information must be filed for any subsequent period to the extent such
				information is available. The financial 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.
Other than with respect to the foregoing, the financial
				statements must be filed in a standard form and format adopted by the National
				Association of Insurance Commissioners, unless an alternative form is accepted
				by the commissioner. Documentation and financial statements filed with the
				Securities and Exchange Commission or audited GAAP financial statements are an
				appropriate form and format.
Unless the commissioner otherwise permits, the annual financial
				statements must be accompanied by the certificate of an independent public
				accountant to the effect that the statements present fairly the financial
				position of the ultimate controlling person 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 ultimate controlling person is an
				insurer which is actively engaged in the business of insurance, the annual
				financial statements need not be certified, provided they are based on the
				annual statement of the insurer's domiciliary state and are in accordance with
				requirements of insurance or other accounting principles prescribed or
				permitted under the law and regulations of that state.
Any ultimate controlling person who is an individual may file
				personal financial statements that are reviewed rather than audited by an
				independent public accountant. The review must be conducted in accordance with
				standards for review of personal financial statements published in the personal
				financial statements guide by the American Institute of Certified Public
				Accountants. Personal financial statements must be accompanied by the
				independent public accountant's standard review report stating that the
				accountant is not aware of any material modifications that should be made to
				the financial statements in order for the financial statements to be in
				conformity with generally accepted accounting principles.
(c) Exhibits must include copies of the
			 latest annual reports to shareholders of the ultimate controlling person and
			 proxy material used by the ultimate controlling person; and any additional
			 documents or papers required by Form B or WAC
			 284-18-300 and
			 284-18-320.
ITEM 9. FORM C REQUIRED
A Form C, Summary of Changes to Registration Statement, must be
				prepared and filed with this Form B.
ITEM 10. SIGNATURE AND CERTIFICATION
Signature and certification required as follows:
SIGNATURE
Under the requirements of
				RCW
				 48.31B.025, the registrant has caused this
				annual registration statement to be duly signed on its behalf in the City of
				and State of on the day of_______, 20_______.
(SEAL)______________
Name of Registrant
By______________
(Name) (Title)
Attest:
______________
(Signature of Officer)
______________
(Title)
CERTIFICATION
The undersigned deposes and says that (s)he has duly executed
				the attached annual registration statement dated_______, 20_______, for and on
				behalf of (Name of Company); that (s)he is the (Title of Officer) of the
				company and that (s)he is authorized to execute and file the instrument.
				Deponent further says that (s)he is familiar with the 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), §
										284-18-920, filed 9/1/93,
				  effective 10/2/93.