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§ 2683.23. Promulgated Forms.

10 CA ADC § 2683.23Barclays Official California Code of Regulations

Barclays California Code of Regulations
Title 10. Investment
Chapter 5. Insurance Commissioner (Refs & Annos)
Subchapter 5. Stock Insurers--Corporate Affairs
Article 3. Insurance Holding Company Systems--Reporting and Disclosure Forms
10 CCR § 2683.23
§ 2683.23. Promulgated Forms.
Currentness
Various forms which said Act requires the Commissioner to prescribe, and others deemed necessary or convenient for accomplishing registration, reporting, disclosure and other portions of the Act which require implementations, are set forth in this section as follows:
FORM A (3-20-70)
To: The Insurance Commissioner of the State of California
Attention: Surveillance and analysis Division 600 South Commonwealth Avenue--14th Floor Los Angeles, CA 90005
INFORMATION STATEMENT
of
 
(Name and address of Offeror)
 
concerning an offer to acquire control of
______________________________
 
an insurer (as defined by California Insurance Code Section 826, excluding subdivision (f) thereof) organized under the laws of the State of California.
The above-captioned contemplated transaction involves an offer to acquire voting securities of the above-named domestic insurer of such controlling corporation through the means of a
______________________________
 
(Explain, e.g.: purchase on open market, exchange of holding company shares, creation of new corporation and exchange of holding company shares, creation of new corporation and exchange, etc.)
Filed pursuant to Insurance Code Section 1215.2 and Sections 2683, et seq., Title 10, California Administrative Code.
The undersigned hereby states as follows:
ITEM I
The Offer to Purchase or Exchange Shares, or the Agreement of Merger or Plan of Reorganization
1. True copies of the written offer, agreement, or plan, complete with proxy, proxy statement, letter to stockholders, letter of transmittal, tender forms, fractional buy and sell order forms, etc., are attached hereto marked__________.
ITEM II
Identity and Background of the Offeror (Section 1215.2 (a)(1))
(a) State the name and address of the Offeror seeking to acquire control over the insurer.
(b) If the Offeror 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 Offeror and the Offeror's subsidiaries.
(c) Furnish a chart or listing clearly presenting the identities of, and interrelationships (including the percentage of each class of voting securities) among the Offeror and all persons known to control the Offeror. If control 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, indicate the type of organization (e.g.--corporation, trust, partnership) and the state or other jurisdiction of domicile. If court proceedings looking toward a reorganization or liquidation are pending with respect to any such person, indicate which person, and set forth the location and title of the court, nature of the proceedings, and the date when commenced.
ITEM III
Identity and Background of Individuals Associated with Offeror (Section 1215.2 (a) (1)
State the following with respect to
(a) the Offeror if he is an individual or
(2) all persons who are directors, executive officers, or owners of ten percent of more of the voting securities of the Offeror if the Offeror is not an individual:
(a) Name and business address;
(b) Present principal business activity, occupation or employment, including positions and offices held, and the name, principal business and address of any corporation or other organization by which such person or persons are employed;
(c) Major 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; and if any such occupation, position, office or employment was carried on; and if any such occupation, position, office or employment required licensing by or registration with any federal, state, county or municipal government 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 such person has during the last ten years been convicted in a criminal proceeding (excluding minor traffic violations) If so, give the date, nature of the offense for which convicted, name and location of the court, penalty imposed, or other disposition of the case.
ITEM IV
Nature, Source and Amount of Consideration (Section 1215.2 (a) (2))
(a) Describe the nature, source and amount of funds or other considerations used or to be used in effecting the purchase, exchange, merger or other acquisition of control.
If any part of the funds or other consideration has been or is to be borrowed or otherwise obtained for the purpose of making the purchase, or effecting the exchange, merger, or other acquisition of control, furnish a description of the transaction, the names of the parties thereto, the relationship if any between the borrower and the lender, the amounts to be borrowed from each, and copies of all agreements, promissory notes and security arrangements relating thereto.
(b) An explanation of the criterion or criteria used in determining the value of any consideration to be used other than money.
(c) If the source of the consideration is a loan made in the lender's ordinary course of business and if the Offeror wishes the source to remain confidential, he must specifically request that the identity of the source be kept confidential.
(d) If the consideration is to consist in whole or part of the insurance business and assets of the Offeree or of a person controlled by the Offeree, state the value thereof and how such value was arrived at. The Commissioner may request a valuation by a qualified actuary.
ITEM V
Future Plans for Insurer (Section 1215.2 (a) (3))
1. Describe any plans or proposals which the Offeror may have to liquidate such insurer, to sell its assets to or merge it with any person, or to make any other major change in its business operations of corporate structure or management.
2. Explain fully all phases of any merger, acquisition or reorganization.
3. Compare the financial and legal position, equities, rights and relationships of the Offeree(s) (individual, corporation or stockholder, as applicable) before or after consummation of the proposal, assuming it will be effectuated.
4. Describe all changes planned to be made after consummation of the acquisition with respect to personnel comprising the board of directors and executive officers of the domestic insurer sought to be acquired, or those of the organization which will succeed the latter as a result of the acquisition, as appropriate. State the nature, extent and amount of any commitments to the present officers and directors of the domestic insurer. Attach copies of all actual or contemplated employment contracts, contracts for consultation, advice, management or services.
ITEM VI
Voting Securities to be Acquired
State the number of shares of the insurer's voting securities which the Offeror, its affiliates and any person listed in Item III plan to acquire, and the terms of the offer, request, invitation, agreement or acquisition, and a statement of the method by which the Offeror arrived at the value assigned to the securities sought to be acquired.
ITEM VII
Ownership of Voting Securities (Section 1215.2 (a) (4))
State the amount of each class of voting securities or securities which may be converted into voting securities of such insurer or such controlling person which are beneficially owned or concerning which there is a right to acquire beneficial ownership by the Offeror, its affiliates or any person listed in Item II above, together with the name and address of each such affiliate.
ITEM VIII
Contracts, Agreements, or Understandings with Respect to Voting Securities of the Insurer (Section 1215.2 (a) (5))
Give a full description of any contracts, arrangements or understandings with respect to any voting security of the insurer in which Offeror, its affiliates or any person listed in Item III above are 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. Name and identify the person with whom such contracts arrangements or understandings have been entered into.
ITEM IX
Recent Purchases of Voting Securities
Describe all purchases by the Offeror, its affiliates or any person listed in Item III of any voting securities of the insurer during the 12 calendar months preceding the filing of this Statement. State the number of shares acquired in each transaction, the dates of purchase, names of the purchasers, and the consideration paid or agreed to be paid thereof. State whether any such shares so purchased are hypothecated.
ITEM X
Recent Recommendations to Purchase
Describe all recommendations made by Offeror or anyone in its behalf during the 12 calendar months preceding the filing of this Statement to purchase any voting security of the insurer control of which is sought to be acquired.
ITEM XI
Agreements with Broker-Dealers
Describe the terms of or attach a copy 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 commissions or other compensation to be paid to broker-dealers with regards thereto.
ITEM XII
Financial Statements and Exhibits
(a) Offeror's annual financial statements for the last five years and annual Reports to Stockholders for the last two fiscal years, plus any in the process of distribution by Offeror to its stockholders, shall be attached to this statement as exhibits; listed under this item the exhibits so attached.
(b) The financial statements shall contain accurate financial information as to the earnings and financial condition of the Offeror and its affiliates for the preceding five fiscal years (or for such lesser period as such affiliate and any predecessors thereof shall have been in existence), and similar information as of a date not earlier than 90 days prior to the filing of the information statement.
IN WITNESS WHEREOF the person making and filing this information statement hereby incorporates herein all exhibits attached hereto and all writings referred to herein, and declares that the matters stated herein and in the attached exhibits and in the writings incorporated herein are true and correct. In witness whereof the Offeror hereunto affixes its (or his) signature and seal at__________this__________day of____________________, 19___.
______________________________
(Exact name of Offeror or other person filing)
(ATTACH VERIFICATION)
By______________________________
(Refer to Section 2683.22)
(Name and title of officer executing)
FORM B (3-20-70)
To State of California Insurance Commissioner:
INSURANCE HOLDING COMPANY SYSTEM
Image 1 within § 2683.23. Promulgated Forms.​
The above named Registrant(s) hereby report(s) to the Insurance Commissioner for the purpose of registering as required by California Insurance Code Section 1215.4 as follows:
ITEM I
Identity and Control of Registrant
Furnish the exact name of each insurer registering or being registered (hereinafter called “the Registrant”); the domiciliary address and the principal office address 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 II
Organizational Chart
Furnish a chart or listing clearly presenting the identities of and interrelationships (including the percentage of each class of voting securities) among the Registrant and all affiliated persons known to control the Registrant. If control is maintained other than by the ownership or control of voting securities, indicate the basis of such control.
ITEM III
The Ultimate Controlling Person
As to the ultimate controlling person, furnish the following information:
(a) Name.
(b) Address of principal office.
(c) The organizational structure of the person, i.e., corporation, partnership, individual, trust, etc.
(d) The principal business of said person.
(e) The name and address of any person who holds 10 percent 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.
(f) If court proceedings looking toward a reorganization or liquidation are pending, indicate the title and location of the court, the nature of proceedings and the date when commenced.
ITEM IV
Biographical Information
Furnish the following information for the directors and executive officers of the ultimate controlling person: the individual's name and address, his principal occupation and all offices and positions held during the past five years, and any conviction of crimes other than minor traffic violations during the past ten years.
ITEM V
Transactions, Relationships and Agreements
(a) Briefly describe the following agreements in force, relationships subsisting, and transactions currently outstanding between the Registrant and its affiliates;
(1) loans, other investments, or pending purchases, sales or exchanges of securities of its affiliates by the Registrant or of the Registrant by any of its affiliates;
(2) other purchases, sales or exchanges of assets uncompleted or being negotiated;
(3) transactions not in the ordinary course of business;
(4) 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;
(5) all management and service contracts and all cost-sharing arrangements, other than cost allocation arrangements based upon generally accepted accounting principles; and
(6) reinsurance agreements, whether already in force or entered into but not yet effective, covering all or substantially all of one or more lines of insurance of the ceding company.
No information need be disclosed if such information is not material. Sales, purchases, exchanges, loans or extensions of credit or investments involving one-half of one percent 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 so as to enable 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; and the identity of all parties to such transactions.
ITEM VI
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 any person reporting herewith 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; given the names of the parties and the court or agency in which such 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 any admitted insurer member of the holding company system including, but not necessarily limited to, bankruptcy, receivership, other corporate reorganizations, and litigation drawing in question the validity of the issued and outstanding shares of any such admitted or nonadmitted insurer member, or of the ultimate controlling person.
ITEM VII
Financial Statements and Exhibits
(a) Financial statements and exhibits of each person reporting herewith should 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 a balance sheet of the ultimate controlling person as of the end of such person's latest completed fiscal year ended 120 days or more prior to the filing of this form in California and related statements of income and surplus for the year then ended, and for any subsequent period for which such financial and related statements are available, in lieu of an individual statement, Registrant may, unless the Commissioner requires otherwise, furnish a certified consolidated financial statement for the ultimate controlling person prepared in its usual course of business.
(c) Exhibits shall include copies of the latest annual reports to shareholders of the ultimate controlling person and any proxy solicitation material distributed by it during the preceding year or prepared for current use.
The undersigned hereby incorporates in this report any and all addenda, contracts, treaties, or exhibits attached hereto or incorporated herein by reference, and declares that the same are true, and are correctly represented as currently in force.
IN WITNESS WHEREOF, the undersigned registrant hereby affixes its name and corporate seal this__________day of__________, 19__________at__________ in the State of__________
______________________________
Name of Company
By ______________________________
(President or Vice President)
(CORPORATE SEAL)
By ______________________________
(Secretary or Treasurer)
(Attach verification)(See Section 2683.22).
FORM C (3-20-70)
To: The Insurance Commissioner of the State of California
Image 2 within § 2683.23. Promulgated Forms.​
The above named Registrant hereby makes and files this amendment No. __________as provided by California Insurance Code Section 1215.4(d), to its registration statement heretofore filed on or about __________ (date) with the California Insurance Commissioner pursuant to Section 1215.4(a) of the Insurance Code.
Changes in or additions to the matters set forth in registrant's last prior registration statement or such statement as amended have occurred, or dividends and other distributions to shareholders have been made as follows:
The undersigned hereby incorporates in this report any and all addenda, contracts, treaties, or exhibits attached hereto and by this reference incorporates them herein. Registrant declares that the same are true, and are correctly represented as currently in force.
IN WITNESS WHEREOF, the undersigned Registrant hereby affixes its name and corporate seal this __________ day of__________, 19__________, at __________ in the State of __________
______________________________
Name of company
By ______________________________
(CORPORATE SEAL)
(Position or title. Must be an executive officer.)
FORM D (3-20-70)
To: The Insurance Commissioner of the State of California
DISCLAIMER (Insurance Code Section 1216.4(i))
by
______________________________
 
 
of affiliation with
 
 
 
 
Dated ____________________ , 19 ___ at ____________________
The undersigned hereby alleges:
1. It does not directly, or indirectly through one ore more subsidiaries, control (within the meaning of California Insurance Code Section 1215 (b))
 
(Name of the admitted insurer with whom affiliation is disclaimed) of ______________________________(Give domiciliary city and state)
2. It is not directly or indirectly (through one or more subsidiaries) controlled by or under common control with the last above-named insurer.
3. Insofar as known to the undersigned, all material relationships and bases for asserted affiliation between the undersigned and said insurer are:
(a) The total number of authorized, issued and outstanding voting securities of said insurer is ______________________________
(b) Of such number of shares, the undersigned own or control the voting rights (by proxy or otherwise) of _______________ shares, or approximately _______________% of the total number of issued and outstanding shares of said insurer.
(c) The total number of authorized, issued and outstanding voting securities of persons who control said insurer is:
 
 
(d) Of such latter number of shares, the undersigned and its affiliates (if any) own or control the voting rights (by proxy or otherwise) of _______________ shares, or approximately _______________ %.
(e) Other:
4. The basis for disclaiming affiliation between the undersigned and said insurer is (state and explain)
 
 
 
5. The announced plan ______________________________ (specify, e.g.: purchase of shares, exchange of shares, mergers, formation of a holding company) by the undersigned and relating to the above-named insurer, will not result in affiliation, without the meaning of California Insurance Code Section 1215, of the undersigned with said insurer, or vice versa, for the reason that:
 
 
 
 
IN WITNESS WHEREOF, the undersigned has hereunto signed its name and affixed its corporate seal at __________ in the State of __________ this __________ day of__________, 19__________.
 
(CORPORATE SEAL)
Name of person making disclaimer
By
 
Title or position. Must be an
executive officer.
(1) DISCLAIMER ALLOWED this__________day of__________, 19___, on the basis of the evidence presented herein.
______________________________
Insurance Commissioner of the State of California
By ______________________________
Deputy
(2) NOTICE OF HEARING--RE DISALLOWANCE
You are hereby notified that there will be a public hearing in my offices, Room___ at __________on__________, 19___ commencing at __________o'clock ___M for the purpose of determining whether the within disclaimer should be disallowed. At such hearing all parties in interest may appear and present relevant evidence and argument to that end.
Dated__________, 19___.
______________________________
Insurance Commissioner of the State of California
By ______________________________
Deputy
FORM DD (3-20-70)
To: The Insurance Commissioner of the State of California
Attn: Corporate Affairs Bureau 1901 Harrison Street, 3rd Floor Mailroom Oakland, CA 94612
DISCLAIMER OF ______________________________ FILED PURSUANT TO CALIFORNIA INSURANCE CODE SECTION 1215.4(i)
The undersigned hereby makes and files with the California Insurance Commissioner its disclaimer pursuant to the above mentioned Code section and declares that it is not affiliated with_______________, an insurer holding a California certificate of authority. The undersigned hereby alleges that all material relationships and bases for affiliation between the undersigned and such insurer are:
 
 
The undersigned further declares that the basis for disclaiming any such affiliation is: ______________________________
 
This disclaimer is filed in duplicate so that, if the Commissioner allows the same, he may endorse this form accordingly and return a copy hereof for the company's records.
We hereby declare under penalty of perjury that the matters set forth above or in any exhibits, by reference, or incorporated herein, are true and correct.
Witness of signature and seal this __________ day of__________, 19__________, at __________ in the State of __________
 
Name of company
(CORPORATE SEAL)
By
 
President or Vice-President
By
 
Secretary or Treasurer
INSTRUCTIONS
This disclaimer form may also be filed by an admitted insurer or any member of an insurance holding company system, within the meaning of the Insurance Holding Company system Regulatory Act by “x-ing” out the phrase “an insurer holding a California certificate of authority” in the fourth and fifth lines of the first paragraph of the body of the form. In such event, the company executing this form should describe itself as an insurer, or noninsurer, admitted or not admitted to this State, as appropriate.
* * * * * * *
Receipt of copy hereof is acknowledged. On the basis of the evidence presented hereby, the disclaimer is allowed. Unless, after due notice to and hearing of all parties in interest, and after making appropriate findings of fact, the Commissioner disallows the disclaimer, the above-named insurer is from the date its disclaimer was filed relieved of further duty to register or report under California Insurance Code Section 1215.4 until further notice.
Dated _______________
______________________________
Insurance Commissioner of the State of California
By: ______________________________
Deputy
Notice of Hearing--Re Disallowance
Please take notice that a public hearing will be held in my offices, Room__________at__________, California on__________,19___, commencing at__________o'clock ___m; for the purpose of determining whether the within disclaimer should be disallowed. At said hearing all parties in interest may appear and present relevant evidence, oral or written, and argument tending to show whether said __________ is or is not affiliated with__________.
Dated__________,__________
______________________________
Insurance Commissioner
By ______________________________
Deputy

Credits

Note: Authority cited: Section 1215.8, Insurance Code. Reference: Sections 1215-1215.15, Insurance Code.
History
1. Amendment filed 11-29-79 as procedural and organizational; effective upon filing (Register 79, No. 48).
2. Change without regulatory effect amending ITEM V subsection (5) and Form DD filed 8-27-2020 pursuant to section 100, title 1, California Code of Regulations (Register 2020, No. 35).
This database is current through 5/24/24 Register 2024, No. 21.
Cal. Admin. Code tit. 10, § 2683.23, 10 CA ADC § 2683.23
End of Document