Wisconsin Administrative Code › Office of the Commissioner of Insurance › Chapter Ins 57 - Care management organizations › Appendix 1

Current through June 24, 2024
FORM A
STATEMENT REGARDING THE ACQUISITION OF CONTROL OF OR MERGER
				WITH A CARE MANAGEMENT ORGANIZATION
Filed with the office of the commissioner of insurance,
state of Wisconsin
By
Name of Registrant
On behalf of following care management organizations
Name:____________________ Address:_________________
Date: , .
Name, title, address and telephone number of individual to
				whom notices and correspondence concerning this statement should be addressed:
ITEM 1. CARE MANAGEMENT ORGANIZATION AND METHOD OF ACQUISITION
State the name and address of the care management organization
				to which this application relates and briefly describe 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 care management organization.
(b) If the applicant is not an individual, state the nature of
				its business operations for the past 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 interrelationships among the applicant and all affiliates of
				the applicant. No affiliate need be identified if its total assets are equal to
				less than .5% of the total assets of the ultimate controlling person 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 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
State the following with respect to (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.
(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 with the license or registration whether
				pending or concluded.
(d) Whether or not such person has ever been convicted in a
				criminal proceeding (excluding traffic violations not involving death or
				injury) 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.
ITEM 5. FINANCIAL STATEMENTS AND EXHIBITS
(a) Attach financial statements and exhibits 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 5 fiscal
				years (or for such lesser period as such applicant and its affiliates and any
				predecessors thereof shall have been in existence), and similar information
				covering the period from the end of such person's last fiscal year, if the
				information is available. The statements may be prepared either on 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 such statements present fairly the financial position of the
				applicant and the results of its operations for the person's last fiscal year,
				in conformity with generally accepted accounting principles or other accounting
				principles prescribed or permitted under law.
(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 2
				fiscal years, and any additional documents or papers required by form A or s.
				Ins 57.20,
				Wis. Adm. Code.
ITEM 6. SIGNATURE AND CERTIFICATION
Signature and certification required as follows:
SIGNATURE
Pursuant to the requirements of ch. Ins 57, Wis. Adm.
				Code,
has caused this notice to be duly signed on its behalf in the
				city of and state of on the day of , .
(SEAL)
(Name of Registrant)
BY
(Name) (Title)
Attest:
(Signature of Officer)
(Title)
The undersigned deposes and says that (s)he has duly executed
				the attached notice dated , , for and on behalf of ; and that (s)he is the
				___________
(Name of Registrant) (Title of Officer)
and that (s)he is authorized to execute and file such
				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)
Subscribed and sworn to this
day of , .
Notary Public _______________________________
My commission expires
FORM B
PRIOR NOTICE OF A TRANSACTION
Filed with the office of the commissioner of insurance,
state of Wisconsin
By
Name of Registrant
On behalf of following care management organizations
Name: ___________________ Address: _________________
Date: , .
Name, title, address and telephone number of individual to
				whom notices and correspondence concerning this statement should be addressed:
ITEM 1. IDENTITY OF PARTIES TO TRANSACTION
Furnish the following information for each of the parties to
				the transaction covered under s.
				648.45,
				Stats., and s.
				Ins
				57.12(2), Wis. Adm. Code:
(a) Name;
(b) Home office address;
(c) Principal executive office address;
(d) The organizational structure, i.e., corporation,
				partnership, individual, trust, etc.;
(e) A description of the nature of the parties' business
				operations;
(f) Relationship, if any, of other parties to the transaction
				to the care management organization filing the notice, including any ownership
				or debtor/creditor interest by any other parties to the transaction in the care
				management organization seeking approval, or by the care management
				organization filing the notice for the affiliates;
(g) Where the transaction is with a non-affiliate, the name(s)
				of the affiliate(s) which will receive, in whole or in substantial part, the
				proceeds of the transaction.
ITEM 2. DESCRIPTION OF THE TRANSACTION
Furnish the following information for each transaction for
				which notice is being given:
(a) A statement as to whether notice is being given under s.
				Ins
				57.12(2) (a), (b), (c), (d), or
				(e);
(b) A statement of the nature of the transaction; and
(c) The proposed effective date of the transaction.
ITEM 3. SALES, PURCHASES, EXCHANGES, LOANS, EXTENSIONS OF
				CREDIT, GUARANTEES OR INVESTMENTS
Furnish a brief description of the amount and source of funds,
				securities, property or other consideration for the sale, purchase, exchange,
				loan, extension of credit, guarantee, or investment. Describe any provision for
				purchase of the care management organization filing notice, by any party to the
				transaction, or by any affiliate of the care management organization filing
				notice. Give a description of the terms of any securities being received, if
				any, and a description of any other agreements relating to the transaction such
				as contracts or agreements for services, consulting agreements and the like. If
				the transaction involves consideration other than cash, furnish a description
				of the consideration, its cost and its fair market value, together with an
				explanation of the basis for evaluation.
If the transaction involves a loan, extension of credit or a
				guarantee, furnish a description of the maximum amount which the care
				management organization will be obligated to make available under such loan,
				extension of credit or guarantee, the date on which the credit or guarantee
				will terminate, and any provisions for the accrual of or deferral of interest.
If the transaction involves an investment, guarantee or other
				arrangement, state the time period during which the investment, guarantee or
				other arrangement will remain in effect, together with any provisions for
				extensions or renewals of such investments, guarantees or arrangements. Furnish
				a brief statement as to the effect of the transaction upon the care management
				organization's net assets.
No notice need be given if the maximum amount which can at any
				time be outstanding or for which the care management organization can be
				legally obligated under the loan, extension of credit or guarantee is less than
				(a) in the case of nonlife care management organizations, the lesser of 2% of
				the care management organization's assets or (b) 10% of net assets as of
				December 31 of the immediately preceding calendar year.
ITEM 4. LOANS, EXTENSIONS OF CREDIT, OR GUARANTEES TO OR FOR A
				NONAFFILIATE
If the transaction involves a loan, extension of credit, or
				guarantee to any person who is not an affiliate, furnish a brief description of
				the agreement or understanding whereby the proceeds of the proposed
				transaction, in whole or in substantial part, are to be used to make loans or
				extensions of credit to, to purchase the assets of, or to make investments in,
				any affiliate of the care management organization making such loans, extensions
				of credit, or guarantee. Specify in what manner the proceeds are to be used to
				loan to, extend credit to, purchase assets of or make investments in any
				affiliate. Describe the amount and source of funds, securities, property or
				other consideration for the loan or extension of credit and, if the transaction
				is one involving consideration other than cash, describe its cost and its fair
				market value together with an explanation of the basis for evaluation. Furnish
				a brief statement as to the effect of the transaction upon the care management
				organization's net assets.
No notice need be given if the loan or extension of credit is
				one which equals less than the lesser of 2% of the care management
				organization's assets or 10% of net assets as of December 31 of the immediately
				preceding calendar year.
ITEM 5. MANAGEMENT AGREEMENTS, SERVICE AGREEMENTS AND
				COST-SHARING ARRANGEMENTS
For management and service agreements, furnish:
(a) A brief description of the managerial responsibilities, or
				services to be performed;
(b) A brief description of the agreement, including a statement
				of its duration, together with brief descriptions of the basis for compensation
				and the terms under which payment or compensation is to be made.
For cost-sharing arrangements, furnish:
(a) A brief description of the purpose of the agreement;
(b) A description of the period of time during which the
				agreement is to be in effect;
(c) A brief description of each party's expenses or costs
				covered by the agreement;
(d) A brief description of the accounting basis to be used in
				calculating each party's costs under the agreement.
ITEM 6. TRANSACTIONS NOT IN THE ORDINARY COURSE OF BUSINESS
Provide a brief but complete description of any transaction
				not in the ordinary course of business.
ITEM 7. OTHER TRANSACTIONS REPORTABLE UNDER AN ORDER
Provide a brief but complete description of any transaction
				reportable under an order.
ITEM 8. SIGNATURE AND CERTIFICATION
Signature and certification required as follows:
SIGNATURE
Pursuant to the requirements of ch. Ins 57, Wis. Adm.
				Code,
has caused this notice to be duly signed on its behalf in the
				city of and state of on the day of , .
(SEAL)
(Name of Registrant)
BY
(Name and Title)
Attest:
(Signature of Officer)
(Title)
The undersigned deposes and says that (s)he has duly executed
				the attached notice dated , , for and on behalf of ; and that (s)he is the
				___________
(Name of Registrant) (Title of Officer)
and that (s)he is authorized to execute and file such
				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)
Subscribed and sworn to this
day of , .
Notary Public _______________________________
My commission expires
FORM C
CONSENT TO JURISDICTION STATEMENT
Filed with the office of the commissioner of insurance,
state of Wisconsin
BY
(Name of Affiliate)
On Behalf of the Following Care Management Organizations
Name Address
Date: , .
Name, Title, Address and Telephone Number of Individual to
				Whom Notices and Correspondence Concerning this Statement Should be Addressed:
CONSENT TO JURISDICTION
The, (I), , an affiliate of ________________,
(Affiliate) (Care Management Organization)
a care management organization permitted to do business in the
				state of Wisconsin, pursuant to the requirements of ch. 648, Stats., do hereby
				consent to the jurisdiction of the Commissioner of Insurance and the courts of
				the state of Wisconsin.
SIGNATURE
has caused this statement to be duly signed on
(Name of Affiliate)
its behalf in the city of and state of
on the day of , .
(Name of Affiliate)
(SEAL)
BY
(Name)
(Title)
Attest:
(Signature of Officer)
(Title)
CERTIFICATION
The undersigned deposes and says that (s)he has duly executed
				the attached statement dated , , for and on behalf of that (s)he is the
(Name of Registrant)
_____________ of such company, and that (s)he is authorized
(Title of Officer)
to execute and file such 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 or her knowledge and
				belief.
(Signature)
(Type or print name beneath)
Subscribed and sworn to this
day of , .
Notary Public _______________________________
My commission expires