054.00.15 FORM A. Statement Regarding the Acquisition of Control of or Merger with a Domestic I...
AR ADC 054.00.15 FORM AArkansas Administrative CodeEffective: January 1, 2016
Effective: January 1, 2016
Ark. Admin. Code 054.00.15 FORM A
054.00.15 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 the State of ____________________ (State of domicile of insurer being acquired)
Dated: ________________________________________, (Year)____________________
Name, Title, Address and Telephone Number of Individual to Whom Notices and Correspondence Concerning this Statement Should be Addressed:
__________________________________________________________________________________________
____________________________________________________________
____________________________________________________________
____________________________________________________________
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.
(b) If the applicant is not an individual, state the nature of its business operations for the past five (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 and 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 1/2 of 1% of the total assets of the ultimate controlling person affiliated with 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.
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 ten percent (10%) or more of the voting securities of the applicant if the applicant is not an individual:
(c) Material occupations, positions, offices or employment during the last five (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 therewith.
(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.
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.
State the number of shares of the insurer's voting securities which the applicant, its affiliates and any person listed in Item 4 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 determined.
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 4.
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 4 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.
Describe any purchases of any voting securities of the insurer by the applicant, its affiliates or any person listed in Item 4 during the twelve (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 such shares so purchased are hypothecated.
Describe any recommendations to purchase any voting security of the insurer made by the applicant, its affiliates or any person listed in Item 4, or by anyone based upon interviews or at the suggestion of the applicant, its affiliates or any person listed in Item 4 during the twelve (12) calendar months preceding the filing of this Statement.
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.
(b) The financial statements shall include the annual financial statements of the persons identified in Item 3(c) for the preceding five (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 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 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 (2) fiscal years, and any additional documents or papers required by Form A or Sections 5 and 7 of this Rule.
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.
Signature and certification required as follows:
SIGNATURE
Pursuant to the requirements of Ark. Code Ann. ยงยง 23-63-506 - 23-63-513 ____________________ has caused this application to be duly signed on its behalf in the City of ____________________ and State of ____________________ on the __________ day of ____________________, (Year) _______________.
________________________________________
Name of Applicant
(SEAL)
BY ________________________________________
(Name) (Title)
Attest:
________________________________________ | ______________________________ |
(Signature of Officer) | (Title) |
CERTIFICATION
The undersigned deposes and says that (s)he has duly executed the attached application dated ____________________, (Year) __________, 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 the 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) ________________________________________
Credits
Amended Jan. 1, 2016.
Current with amendments received through February 15, 2024. Some sections may be more current, see credit for details.
Ark. Admin. Code 054.00.15 FORM A, AR ADC 054.00.15 FORM A
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