Mo. Code Regs. tit. 20 § 200-11.101
PURPOSE: The director is adding a new section (21) dealing with the group capital calculation.
If it is impractical to furnish any required information, document, or report at the time it is required to be filed, there shall be filed with the director a separate document-
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: _________________, _____________
Name, title, mailing address, e-mail 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.
Item 3. Identity and Background of Individuals Associated With the Applicant.
On the biographical affidavit, include a third party background check, and state, or with respect to (e) have provided to the department, 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:
Item 4. Nature, Source, and Amount of Consideration.
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 the 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. This 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 twelve (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. 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 twelve (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, commission, or other compensation to be paid to broker-dealers with regard thereto.
Item 12. Financial Statements and Exhibits.
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. Applicant further agrees to annually provide Form F as described in section 382.175 of the Act for so long as control exists. Applicant further acknowledges that the applicant and all subsidiaries within its control in the insurance holding company system shall provide information to the director upon request as necessary to evaluate enterprise risk to the insurer.
Item 14. Signature and Certification.
Signature and certification required as follows:
SIGNATURE
Pursuant to the requirements of sections 382.040-382.060 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 _________, _________.
(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 ________________, ___________, for and on behalf of __________________________________________;
(Name of Applicant)
that s/he is the ____________________________________________
(Title of Officer)
of ______________________________________________________
(Name of 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)
FORM B
Insurance Holding Company System Annual Registration Statement
Filed with the Insurance Department of the state of
_______________________________________
by
_______________________________________
(Name of Registrant)
On behalf of following insurance companies:
Name Address
_______________________________________
_______________________________________
_______________________________________
_______________________________________
Date ___________________, ____________.
Name, title, mailing address, e-mail address, and telephone number of individual to whom notices and correspondence concerning this statement should be addressed:
_______________________________________
_______________________________________
_______________________________________
Item 1. Identity and Control of Registrant.
Furnish the exact name of each insurer registering or being registered (after this called the registrant), the home office address and principal executive offices 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 2. Organizational Chart.
Furnish a chart or listing clearly presenting the identities of and interrelationships among all affiliated persons with the insurance holding company system. The chart or listing should show the percentage of each class of voting securities of each affiliate which is owned, directly or indirectly, by another affiliate. If control of any person within the system is maintained other than by the ownership or control of voting securities, indicate the basis of the control. As to each person specified in the chart or listing indicate the type of organization (for example, corporation, trust, partnership) and the state or other jurisdiction of domicile.
Item 3. The Ultimate Controlling Person.
As to the ultimate controlling person in the insurance holding company system, furnish the following information:
Item 4. Biographical Information.
If the ultimate controlling person is a corporation, an organization, a limited liability company, or other legal entity, furnish the following information for the directors and executive officers of the ultimate controlling person: each individual's name and address, his/her principal occupation and all offices and positions held during the past five (5) years, and any conviction of crimes other than minor traffic violations. If the ultimate controlling person is an individual, furnish the individual's name and address, his or her principal occupation and all offices and positions held during the past five (5) years, and any conviction of crimes other than minor traffic citations.
Item 5. Transactions and Agreements.
Briefly describe the following agreements in force and transactions currently outstanding or which have occurred during the last calendar year between the registrant and its affiliates:
No information need be disclosed if such information is not material for purposes of sections 382.100-382.180 of the Act.
Sales, purchases, exchanges, loans or extension of credit, investments or guarantees involving one-half (1/2) of one percent (1%) 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 as to permit the proper evaluation by the director, 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, the identity of all parties to such transaction, and relationships of the affiliated parties to the registrant.
Item 6. 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 the ultimate controlling person 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; give the names of the parties and the court or agency in which the litigation or proceeding is or was pending:
Item 7. Statement Regarding Plan or Series of Transactions.
The insurer shall furnish a statement that transactions entered into since the filing of the prior year's annual registration statement are not part of a plan or series of like transactions, the purpose of which is to avoid statutory threshold amounts and the review that might otherwise occur.
Item 8. Financial Statements and Exhibits.
Item 9. Statement Regarding Corporate Governance and Internal Controls
Furnish statements that the insurer's board of directors oversees corporate governance and internal controls and that the insurer's officers or senior management have approved, implemented, and continue to maintain and monitor corporate governance and internal control procedures.
Item 10. Form C Required.
A Form C, Summary of Changes to Registration Statement, must be prepared and filed with this Form B.
Item 11. Signature and Certification.
Signature and certification required as follows:
SIGNATURE
Pursuant to the requirements of sections 382.100- 382.180 of the Act, the Registrant has caused this annual registration statement to be duly signed on its behalf in the City of _____________________________________________________ and the State of ______________________________ on the ___________ day of ___________________, _________.
(SEAL)
_______________________________________________________
(Name of Registrant)
by
_______________________________________________________
(Name)
_______________________________________________________
(Title)
Attest:
_______________________________________________________
(Signature of Officer)
_______________________________________________________
(Title)
CERTIFICATION
_______________________________________________________
The undersigned deposes and says that s/he has duly executed the attached annual registration statement dated ___________________,
______________________________, for and on behalf of
_______________________________________________________ ;
(Name of Officer)
that s/he is the ____________________________________________
(Title of Officer)
of ______________________________________________________
(Name of 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)
FORM C
Summary of Changes to Registration
STATEMENT
Filed with the Insurance Department of the State of
_______________________________________________________
by
_______________________________________________________
(Name of Registrant)
On behalf of following insurance companies:
Name Address
_______________________________________________________
_______________________________________________________
_______________________________________________________
_______________________________________________________
Date ____________________, __________
Name, title, mailing address, e-mail address, and telephone number of individual to whom notices and correspondence concerning this statement should be addressed:
_______________________________________________________
_______________________________________________________
_______________________________________________________
Furnish a brief description of all items in the current annual registration statement which represent changes from the prior year's annual registration statement. The description shall be in a manner as to permit proper evaluation by the director, and shall include specific references to Item numbers in the annual registration statement and to the terms contained in the statement.
Changes occurring under Item 2 of Form B insofar as changes in the percentage of each class of voting securities held by each affiliate is concerned, need only be included where such changes are ones which result in ownership or holdings of ten percent (10%) or more of voting securities, loss or transfer of control, or acquisition or loss of partnership interest.
Changes occurring under Item 4 of Form B need only be included where an individual is, for the first time, made a director or executive officer of the ultimate controlling person; a director or executive officer terminates his/her responsibilities with the ultimate controlling person; or in the event an individual is named president of the ultimate controlling person.
If a transaction disclosed on the prior year's annual registration statement has been changed, the nature of this change shall be included. If a transaction disclosed on the prior year's annual registration statement has been effectuated, furnish the mode of completion and any flow of funds between affiliates resulting from the transaction.
The insurer shall furnish a statement that transactions entered into since the filing of the prior year's annual registration statement are not part of a plan or series of like transactions whose purpose it is to avoid statutory threshold amounts and the review that might otherwise occur.
SIGNATURE AND CERTIFICATION
Signature and certification required as follows:
SIGNATURE
Pursuant to the requirements of sections 382.100-382.180 of the Act, the Registrant has caused this summary of registration statement to be duly signed on its behalf in the City of _____________________________________________________ and the State of ______________________________________________ on the ___________ day of _____________, ____________.
(SEAL)
__________________________________________
(Name of Registrant)
by
____________________________________
(Name)
____________________________________
(Title)
Attest:
____________________________________
(Signature of Officer)
____________________________________
(Title)
CERTIFICATION
The undersigned deposes and says that s/he has duly executed the attached summary of registration statement dated _________________________, __________, for and on behalf of ___________________________________________ that s/he is the
(Name of Officer)
_____________________________________________________ of
(Title of Officer)
_______________________________________________________
(Name of Company)
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)
FORM D
Prior Notice of a Transaction
Filed with the Insurance Department of the State of
____________________________________
____________________________________
by
____________________________________
(Name of Registrant)
On behalf of the following insurance companies:
Name Address
____________________________________
____________________________________
____________________________________
____________________________________
Date: ________________, ______________
Name, title, mailing address, e-mail address, and telephone number of individual to whom notices and correspondence concerning this statement should be addressed:
____________________________________
____________________________________
____________________________________
____________________________________
Item 1. Identity of Parties to Transaction.
Furnish the following information for each of the parties to the transaction:
Item 2. Description of the Transaction.
Furnish the following information for the transaction for which notice is being given:
Item 3. Sales, Purchases, Exchanges, Loans, Extensions of Credit, Guarantees, or Investments.
Furnish a brief description of the amount and source of funds, securities, property or other consideration for the sale, purchase, exchange, loan, extension of credit, guarantee, or investment, whether any provision exists for purchase by the insurer filing notice, by any party to the transaction, or by any affiliate of the insurer filing notice, a description of the terms of any securities being received, if any, and a description of any other agreements relating to the transaction such as contracts or agreements for services, consulting agreements and the like. If the transaction involves consideration other than cash, furnish a description of the consideration, its cost, and its fair market value, together with an explanation of the basis for valuation.
If the transaction involves a loan, extension of credit, or a guarantee, furnish a description of the maximum amount which the insurer will be obligated to make available under such loan, extension of credit, or guarantee, the date on which the credit or guarantee will terminate, and any provisions for the accrual of or deferral of interest.
If the transaction involves investments, guarantees, or other arrangements, state the time period during which the investments, guarantees, or other arrangements will remain in effect, together with any provisions for extensions or renewals of these investments, guarantees, or other arrangements. Furnish a brief statement as to the effect of the transaction upon the insurer's surplus.
No notice need be given if the maximum amount which at any time can be outstanding or for which the insurer can be legally obligated under the loan, extension of credit, or guarantee is less than-
Item 4. Loans or Extensions of Credit to a Nonaffiliate.
If the transaction involves a loan or extension of credit to any person who is not an affiliate, furnish a brief description of the agreement or understanding where the proceeds of the proposed transaction, in whole or in substantial part, are to be used to make loans or extensions of credit to, to purchase the assets of, or to make investments in, any affiliate of the insurer making these loans or extensions of credit, and specify in what manner the proceeds are to be used to loan to, extend credit to, purchase assets of, or make investments in any affiliate. Describe the amount and source of funds, securities, property, or other consideration for the loan or extension of credit and, if the transaction is one involving consideration other than cash, a description of its cost and its fair market value, together with an explanation of the basis for valuation. Furnish a brief statement as to the effect of the transaction upon the insurer's surplus.
No notice need be given if the loan or extension of credit is one which equals less than, in the case of non-life insurers, the lesser of three percent (3%) of the insurer's admitted assets or twenty-five percent (25%) of surplus as regards policyholders or, with respect to life insurers, three percent (3%) of the insurer's admitted assets, each as of the 31st day of December next preceding.
Item 5. Reinsurance.
If the transaction is a reinsurance agreement or modification thereto, as described by section 382.195.1(3)(b) of the Act, or a reinsurance pooling agreement or modification thereto as described by section 382.195.1(3)(a) of the Act, furnish a description of the known and/or estimated amount of liability to be ceded and/or assumed in each calendar year, the period of time during which the agreement will be in effect, and a statement whether an agreement or understanding exists between the insurer and nonaffiliate to the effect that any portion of the assets constituting the consideration for the agreement will be transferred to one (1) or more of the insurer's affiliates. Furnish a brief description of the consideration involved in the transaction and brief statement as to the effect of the transaction upon the insurer's surplus.
No notice need be given for reinsurance agreements or modifications thereto if the reinsurance premium or a change in the insurer's liabilities, or the projected reinsurance premium or change in the insurer's liabilities in any of the next three years, in connection with the reinsurance agreement or modification thereto is less than five percent (5%) of the insurer's surplus as regards policyholders, as of the 31st day of December next preceding. Notice shall be given for all reinsurance pooling agreements including modifications thereto.
Item 6. Management Agreements, Service Agreements, Tax Allocation Agreements, and Cost-Sharing Arrangements.
For management and service agreements, furnish-
For tax allocation agreements and cost-sharing arrangements, furnish-
Item 7. Signature and Certification. Signature and certification required as follows:
SIGNATURE
Pursuant to the requirements of section 382.195 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 ______________, ______________.
(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 notice dated ___________________, _________________, for and on behalf of _______________________________________
(Name of Officer)
that s/he is the __________________________________________ of
(Title of Officer)
_______________________________________________________
(Name of 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)
FORM E
Pre-Acquisition Notification Form Regarding the Potential Competitive Impact of a Proposed Merger or Acquisition by a Non-Domiciliary Insurer Doing Business in this State or by a Domestic Insurer
_______________________________________
(Name of Applicant)
_______________________________________
(Name of Other Person Involved in Merger or Acquisition)
Filed with the Insurance Department of the State of
_______________________
Name, title, mailing address, e-mail address, and telephone number of person completing this statement:
_______________________________________
_______________________________________
_______________________________________
_______________________________________
Item 1. Name and Address.
State the names and addresses of the persons who hereby provide notice of their involvement in a pending acquisition or change in corporate control.
Item 2. Name and Addresses of Affiliated Companies.
State the names and addresses of the persons affiliated with those listed in Item 1. Describe their affiliations.
Item 3. Nature and Purpose of The Proposed Merger or Acquisition. State the nature and purpose of the proposed merger or acquisition.
Item 4. Nature of Business.
State the nature of the business performed by each of the persons identified in response to Item 1 and Item 2.
Item 5. Market and Market Share.
State specifically what market and market share in each relevant insurance market the persons identified in Item 1 and Item 2 currently enjoy in this state. Provide historical market and market share data for each person identified in Item 1 and Item 2 for the past five (5) years and identify the source of such data. Provide a determination as to whether the proposed acquisition or merger, if consummated, would violate the competitive standards of the state as stated in section 382.095.4 of the Act. If the proposed acquisition or merger would violate competitive standards, provide justification of why the acquisition or merger would not substantially lessen competition or create a monopoly in the state.
For purposes of this question, market means direct written insurance premium in this state for a line of business as contained in the annual statement required to be filed by insurers licensed to do business in this state.
Item 6. Signature and Certification.
Signature and certification required as follows:
SIGNATURE
Pursuant to the requirements of sections 382.040.3 and 382.095 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 ______________, ______________.
(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 notice dated _______________, _________________, for and on behalf of ___________________________________ that
(Name of Officer)
s/he is the _____________________________________________ of
(Title of Officer)
__________________________________________
(Name of 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)
FORM F
Enterprise Risk Report
Filed with the Insurance Department of the State of _______________________ by _____________________________
(Name of Registrant/Applicant)
On behalf of/related to the following insurance companies:
Name Address
__________________________________________
__________________________________________
__________________________________________
__________________________________________
Date ____________________, __________
Name, title, mailing address, e-mail address, and telephone number of individual to whom notices and correspondence concerning this statement should be addressed:
__________________________________________
__________________________________________
__________________________________________
Item 1. Enterprise Risk.
Item 2. Obligation to Report. If the registrant/applicant has not disclosed any information pursuant to Item 1, the registrant/applicant shall include a statement affirming that, to the best of its knowledge and belief, it has not identified enterprise risk subject to disclosure pursuant to Item 1.
Item 3. Signature and Certification.
Signature and certification required as follows:
Pursuant to the requirements of section 382.175 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 ______________, ______________.
(SEAL)
__________________________________________
(Name of Applicant)
by
__________________________ ______________________
(Name)(Title)
Attest:
__________________________________________
(Signature of Officer)
__________________________________________
(Title)
20 CSR 200-11.101
*Original authority: 374.045, RSMo 1967, amended 1993, 1995; 382.240, RSMo 1971.