Ill. Admin. Code tit. 50 § 204.10

Current through Register Vol. 48, No. 45, November 8, 2024

Section 204.10 - General Application

a) Definition of Terms

1) "Company" means any domestic stock insurance company, with an equity security subject to the provisions of Section 28.1 of the Illinois Insurance Code and not exempt thereunder.

2) "Act" means Section 28.1 of the Illinois Insurance Code. (Ill. Rev. Stat. 1981, ch. 73, par. 640.1 )

3) "Officer" means a president, vice president, treasurer, chief actuary, secretary, controller, general counsel, and any other person regardless of his title or lack of title who performs for the company functions corresponding to those usually performed by the foregoing officers.

4) "Equity security" means any stock or similar security; or any voting trust certificate or certificate of deposit for such a security; or any security convertible, with or without consideration into such a security, or carrying any warrant or right to subscribe to or purchase such a security; or any such warrant or right.

5) Securities "held of record."

A) For the purpose of determining whether the equity securities of a company are held of record by one hundred or more persons, securities shall be deemed to be "held of record" by each person who is identified as the owner of such securities on records of security holders maintained by or on behalf of the company, subject to the following:

i) In any case where the records of security holders have not been maintained in accordance with accepted practice, any additional person who would be identified as such an owner on such records if they had been maintained in accordance with accepted practice shall be included as a holder of record.

ii) Securities identified as held of record by a corporation, a partnership, a trust whether or not the trustees are named, or other organization shall be included as so held by one person.

iii) Securities identified as held of record by one or more persons as trustees, executors, guardians, custodians or in other fiduciary capacities with respect to a single trust, estate or account shall be included as held of record by one person.

iv) Securities held by two or more persons as co-owners shall be included as held by one person.

v) Each outstanding unregistered or bearer certificate shall be included as held of record by a separate person, except to the extent that the company can establish that, if such securities were registered, they would be held of record, under the provisions of this Rule, by a lesser number of persons.

vi) Securities registered in substantially similar names where the company has reason to believe because of the address or other evidence that such names represent the same person, may be included as held of record by one person.

B) Notwithstanding subsection (a) of this Section:

i) Securities held, to the knowledge of the company, subject to a voting trust, deposit agreement or similar arrangement shall be included as held of record by the record holders of the voting trust certificates, certificates of deposit, receipts or similar evidences of interest in such securities; provided however, that the company may rely in good faith on such information as is received in response to its request from a non-affiliated company of the certificates or evidences of interest.

ii) If the company knows or has reason to know that the form of holding securities of record is used primarily to circumvent the provisions of the Act, the beneficial owners of such securities shall be deemed to be the record owners thereof.

6) "Class" means all securities of a company which are of substantially similar character and the holders of which enjoy substantially similar rights and privileges.

b) Transactions Exempted From the Operation of Subsection (b) of the Act

Any acquisition or disposition of any equity security by a director or officer of a company within six months prior to the date on which the Act shall first become applicable with respect to the securities of such company shall not be subject to the operation of subsection (b) of the Act.

c) Applicability of Rules

Pursuant to subsection (i) of the Act, this Part 204 shall not apply to any transactions prior to January 31, 1966.

Ill. Admin. Code tit. 50, § 204.10