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

Current through Register Vol. XLI, No. 28, July 12, 2024
FORM A
STATEMENT REGARDING THE
ACQUISITION OF CONTROL OF OR MERGER WITH A DOMESTIC
				  INSURER
________________________
Name of Domestic Insurer
BY
____________________________
Name of Acquiring Person (Applicant)
Filed with the Insurance Department of
_________________________________________________________________
(State of domicile of insurer being acquired)
Dated:_________________________, 20___________
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 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.
				  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 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 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 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 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 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 such 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. 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 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 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 the 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.
(b) The financial statements shall 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 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 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.
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 Rule §§
									114-35-3
				  and
				  114-35-5.
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 required as follows:
SIGNATURE
Pursuant to the requirements of W. Va. Code §
									33-27-3
				  ______________________ 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
_________________________________
(Name) (Title)
Attest:
__________________________
(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 such 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)_____________________________