Wyoming Administrative Code › Agency 044 - Insurance Dept › Sub-Agency 0002 - General Agency, Board or Commission Rules › Chapter 45 - HOLDING COMPANY SYSTEM › Form A

Current through July 13, 2024
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)
Date: __________________ , 20 _____
Name, Title, address and telephone number of Individual to
				  Whom Notices and Correspondence Concerning this Statement Should be
				  Addressed:
__________________________________________________________
__________________________________________________________
__________________________________________________________
__________________________________________________________
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 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 inter-relationships 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
				  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 12 calendar months preceding the filing of this statement. Include in such
				  description the dates of purchase, the names of the purchasers, and the
				  consideration paid or agreed to be paid therefor. State whether any such shares
				  so purchased are hypothecated.
ITEM 10. RECENT RECOMMENDATIONS TO
				  PUR
CHASE
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 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 such information is available. Such statements may be prepared
				on either an individual basis, or, unless the Commissioner otherwise requires,
				on a consolidated basis if such 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 such 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 such 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 Regulation Sections 3 and 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 Section
										26-44-103 of the Act ___________________ 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 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)
				  __________________________________________