West Virginia Code of State Rules › Agency 114 - Insurance Commission › Title 114 - LEGISLATIVE RULE INSURANCE COMMISSIONER › Series 114-35 - Insurance Holding Company Systems › Appendix B

Current through Register Vol. XLI, No. 28, July 12, 2024
FORM B
INSURANCE HOLDING COMPANY SYSTEM
ANNUAL REGISTRATION STATEMENT
Filed with the Insurance Department of the State of
				  _______________________
By
______________________________________
Name of Registrant
On Behalf of the Following Insurance Companies
Name Address
______________________________________
______________________________________
______________________________________
______________________________________
Date:___________________, 20_______
Name, title, address and telephone number of Individual to Whom
				  Notices and Correspondence Concerning This Statement Should Be Addressed:
______________________________________
______________________________________
______________________________________
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 should 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 10% or
				  more of any class of voting security, the class of such security, the number of
				  shares held of record or known to be beneficially owned, and the percentage of class
				  so held or owned; and
(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. 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 5
				  years, and any conviction 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 and/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 W. Va. Code §
									33-27-4.
Sales, purchases, exchanges, loans or extensions of credit,
				  investments or guarantees involving one-half of 1% or less of the Registrant's
				  admitted assets as of the 31st day of December next preceding shall not be deemed
				  material.
The description shall be in a manner as to permit the proper
				  evaluation thereof by the Commissioner, and shall 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 such
				  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 shall 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 should 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 shall 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 shall be filed
				  for any subsequent period to the extent such information is available. Such
				  financial 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.
Other than with respect to the foregoing, such financial statement
				  shall 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 shall be deemed to be an appropriate
				  form and format.
Unless the Commissioner otherwise permits, the annual financial
				  statements shall 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 shall 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 shall 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 statements to be in conformity with generally
				  accepted accounting principles.
(c) Exhibits shall 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 Rule §§
									114-35-3
				  and
				  114-35-5.
ITEM 9. FORM C REQUIRED
A Form C, Summary of Registration Statement, must be prepared and
				  filed with this Form B.
ITEM 10. SIGNATURE AND CERTIFICATION
Signature and certification required as follows:
SIGNATURE
Pursuant to the requirements of W. Va. Code §
									33-27-4,
				  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 Applicant
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 Applicant); that (s)he is the __________________ (Title of
				  Officer) of such company 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)_____________________________