DEPARTMENT OF INSURANCE
Office of the Commissioner
FINAL
REGULATORY IMPLEMENTING ORDER
1801 Insurance Holding Company System Regulation With Reporting Forms and Instructions
I. SUMMARY OF THE EVIDENCE AND INFORMATION SUBMITTED
The Department of Insurance gave notice in the Delaware Register of Regulations at 21 DE Reg. 271 (10/01/2017) of its proposal to amend Department of Insurance Regulation 1801 relating to reporting forms and instructions for Insurance Holding Company System Regulation. The Department's internal docket number for this regulatory project is 3607-2017.
The purpose of the proposed amendment to Regulation 1801 is to add new subsection 4.5. This new subsection puts filers of reporting forms on notice that any statement submitted to the Department pursuant to the National Association of Insurance Commissioners (NAIC) Insurance Holding Company System Regulatory Act, 18 Del.C. Ch. 50, should not be considered "filed" until the Commissioner of the Department of Insurance determines that the statement is complete. The Department is also making edits to section 8.0, Definitions, to comport that section with the Delaware Administrative Code Drafting and Style Manual.
The Department did not hold a public hearing on the proposed regulation. The Department accepted written comments, suggestions, briefs, and compilations of data or other materials concerning the proposed amendment until the 1st day of November, 2017, which was thirty days from the date of publication.
The Department received comments from the National Association of Mutual Insurance Companies (NAMIC). A copy of NAMIC's comments may be obtained by contacting the Department.
The Department re-proposed proposed new subsection 4.5, but revised it to put filers on notice that any Form A statement submitted to the Department pursuant to the NAIC Insurance Holding Company System Regulatory Act, 18 Del.C. Ch. 50, should not be considered "filed" until the Commissioner of the Department of Insurance determines that the statement is complete. The Department also proposed to make the same edits to section 8.0, Definitions, as were proposed in its October 1 proposal, for the same reason. The Department is also revising Section 23 of the regulation to update the effective dates of the existing regulation and of proposed new subsection 4.5.
The Department accepted written comments, suggestions, briefs, and compilations of data or other materials concerning the re-proposed amendments until the 2nd day of January, 2018, which was thirty days from the date of publication.
The Department received no comments on the re-proposal.
II. FINDINGS OF FACTS
The Commissioner finds that it is appropriate to amend 18 DE Admin. Code 1801 to adopt new subsection 4.5. The Department received no adverse comments on the amendments as re-proposed.
III. DECISION TO AMEND THE REGULATION
For the foregoing reasons, the Commissioner concludes that it is appropriate to amend 18 DE Admin. Code 1801 to add new subsection 4.5 as re-proposed and to amend the effective dates of the existing regulation and new subsection 4.5 discussed in the above Findings of Fact.
V. EFFECTIVE DATE OF ORDER
The actions hereinabove referred to were taken by the Commissioner pursuant to 18 Del.C. §311 and Chapter 50 on February 15, 2018. The effective date of this Order shall be ten (10) days from the date this Order is published in the Delaware Register of Regulations.
IT IS SO ORDERED.
The 15th day of February, 2018.
Trinidad Navarro
Commissioner, Delaware Department of Insurance
1801 Insurance Holding Company System Regulation With Reporting Forms and Instructions
These regulations are promulgated pursuant to the authority granted by 18 Del.C. §311 and Ch. 50; and 29 Del.C. Ch. 101.
The purpose of these regulations is to set forth rules and procedural requirements which the Commissioner deems necessary to carry out the provisions of the NAIC Insurance Holding Company System Regulatory Act, 18 Del.C. Ch. 50 of the Insurance Code hereinafter referred to as "the Act." The information called for by these regulations is hereby declared to be necessary and appropriate in the public interest and for the protection of the policyholders in this State.
If any provision of these regulations, or the application thereof to any person or circumstance, is held invalid, such determination shall not affect other provisions or applications of these regulations which can be given effect without the invalid provision or application, and to that end the provisions of these regulations are severable.
4.1 Forms A, B, C, D, E and F are intended to be guides in the preparation of the statements required by Sections 5003, 5003A, 5004, and 5005 of the Act. They are not intended to be blank forms which are to be filled in. The statements filed shall contain the numbers and captions of all items, but the text of the items may be omitted provided the answers thereto are prepared in such a manner as to indicate clearly the scope and coverage of the items. All instructions, whether appearing under the items of the form or elsewhere therein, are to be omitted. Unless expressly provided otherwise, if any item is inapplicable or the answer thereto is in the negative, an appropriate statement to that effect shall be made.
4.2 Two complete copies of each statement including exhibits and all other papers and documents filed as a part thereof, shall be filed with the Commissioner by personal delivery or mail addressed to: Insurance Commissioner of the State of Delaware, 841 Silver Lake Blvd., Dover DE 19904. At least one of the copies shall be signed in the manner prescribed on the form. Unsigned copies shall be conformed. If the signature of any person is affixed pursuant to a power of attorney or other similar authority, a copy of the power of attorney or other authority shall also be filed with the statement.
4.3 If an applicant requests a hearing on a consolidated basis under Section 5003(d)(2) of the Act, in addition to filing the Form A with the Commissioner, the applicant shall file a copy of Form A with the National Association of Insurance Commissioners (NAIC) in electronic form.
4.4 Statements should be prepared electronically. Statements shall be easily readable and suitable for review and reproduction. Debits in credit categories and credits in debit categories shall be designated so as to be clearly distinguishable as such on photocopies. Statements shall be in the English language and monetary values shall be stated in United States currency. If any exhibit or other paper or document filed with the statement is in a foreign language, it shall be accompanied by a translation into the English language and any monetary value shown in a foreign currency normally shall be converted into United States currency.
4.5 No Form A statement shall be considered "filed" pursuant to the Act or this regulation until the Department determines that the statement is complete.
5.1 Information required by any item of Form A, Form B, Form D, Form E or Form F may be incorporated by reference in answer or partial answer to any other item. Information contained in any financial statement, annual report, proxy statement, statement filed with a governmental authority, or any other document may be incorporated by reference in answer or partial answer to any item of Form A, Form B, Form D, Form E or Form F provided the document is filed as an exhibit to the statement. Excerpts of documents may be filed as exhibits if the documents are extensive. Documents currently on file with the Commissioner which were filed within three (3) years need not be attached as exhibits. References to information contained in exhibits or in documents already on file shall clearly identify the material and shall specifically indicate that such material is to be incorporated by reference in answer to the item. Matter shall not be incorporated by reference in any case where the incorporation would render the statement incomplete, unclear or confusing.
5.2 Where an item requires a summary or outline of the provisions of any document, only a brief statement shall be made as to the pertinent provisions of the document. In addition to the statement, the summary or outline may incorporate by reference particular parts of any exhibit or document currently on file with the Commissioner which was filed within three (3) years and may be qualified in its entirety by such reference. In any case where two (2) or more documents required to be filed as exhibits are substantially identical in all material respects except as to the parties thereto, the dates of execution, or other details, a copy of only one of the documents need be filed with a schedule identifying the omitted documents and setting forth the material details in which the documents differ from the documents, a copy of which is filed.
6.1 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 Commissioner a separate document:
6.1.1 Identifying the information, document or report in question;
6.1.2 Stating why the filing thereof at the time required is impractical; and
6.1.3 Requesting an extension of time for filing the information, document or report to a specified date. The request for extension shall be deemed granted unless the Commissioner within 30 days after receipt thereof enters an order denying the request.
In addition to the information expressly required to be included in Form A, Form B, Form C, Form D, Form E and Form F, the Commissioner may request such further material information, if any, as may be necessary to make the information contained therein not misleading. The person filing may also file such exhibits as it may desire in addition to those expressly required by the statement. The exhibits shall be so marked as to indicate clearly the subject matters to which they refer. Changes to Forms A, B, C, D, E or F shall include on the top of the cover page the phrase: "Change No. [insert number] to" and shall indicate the date of the change and not the date of the original filing.
8.3 Unless the context otherwise requires, other with the exception of the terms listed below, terms found in these regulations and in Section 5003 of the Act are used as defined in the Act. Other nomenclature or terminology is according to the Insurance Code, or industry usage if not defined by the Code.
8.1 "Executive officer" means chief executive officer, chief operating officer, chief financial officer, treasurer, secretary, controller, and any other individual performing functions corresponding to those performed by the foregoing officers under whatever title.
8.2 "Ultimate controlling person" means that person which who is not controlled by any other person.
The authority to invest in subsidiaries under Section 5002 of the Act is in addition to any authority to invest in subsidiaries which may be contained in any other provision of the Insurance Code.
A person required to file a statement pursuant to Section 5003 of the Act shall furnish the required information on Form A, hereby made a part of this regulation. Such person shall also furnish the required information on Form E, hereby made a part of this regulation and described in Section 13.0 of this regulation.
The applicant shall promptly advise the Commissioner of any changes in the information furnished on Form A arising subsequent to the date upon which the information was furnished but prior to the Commissioner's disposition of the application.
12.1 If the person being acquired is deemed to be a "domestic insurer" solely because of the provisions of Section 5003(a) of the Act, the name of the domestic insurer on the cover page should be indicated as follows:
"ABC Insurance Company, a subsidiary of XYZ Holding Company."
12.2 Where a Section 5003(a) insurer is being acquired, references to "the insurer" contained in Form A shall refer to both the domestic subsidiary insurer and the person being acquired.
13.1 If a domestic insurer, including any person controlling a domestic insurer, is proposing a merger or acquisition pursuant to Section 5003(a) of the Act, that person shall file a pre-acquisition notification form, Form E, which was developed pursuant to Section 5003A(c)(1) of the Act.
13.2 Additionally, if a non-domiciliary insurer licensed to do business in this state is proposing a merger or acquisition pursuant to Section 5003A of the Act, that person shall file a pre-acquisition notification form, Form E. No pre acquisition notification form need be filed if the acquisition is beyond the scope of Section 5003A as set forth in Section 5003A(b)(2).
13.3 In addition to the information required by Form E, the Commissioner may wish to require an expert opinion as to the competitive impact of the proposed acquisition.
An insurer required to file an annual registration statement pursuant to Section 5004 of the Act shall furnish the required information on Form B, hereby made a part of these regulations.
An insurer required to file an annual registration statement pursuant to Section 5004 of the Act is also required to furnish information required on Form C, hereby made a part of these regulations.
16.1 An amendment to Form B shall be filed within fifteen (15) days after the end of any month in which there is a material change to the information provided in the annual registration statement.
16.2 Amendments shall be filed in the Form B format with only those items which are being amended reported. Each amendment shall include at the top of the cover page "Amendment No. [insert number] to Form B for [insert year]" and shall indicate the date of the change and not the date of the original filings.
17.1 Any authorized insurer may file a registration statement on behalf of any affiliated insurer or insurers which are required to register under Section 5004 of the Act. A registration statement may include information not required by the Act regarding any insurer in the insurance holding company system even if the insurer is not authorized to do business in this State. In lieu of filing a registration statement on Form B, the authorized insurer may file a copy of the registration statement or similar report which it is required to file in its State of domicile, provided:
17.1.1 The statement or report contains substantially similar information required to be furnished on Form B; and
17.1.2 The filing insurer is the principal insurance company in the insurance holding company system.
17.2 The question of whether the filing insurer is the principal insurance company in the insurance holding company system is a question of fact and an insurer filing a registration statement or report in lieu of Form B on behalf of an affiliated insurer, shall set forth a brief statement of facts which will substantiate the filing insurer's claim that it, in fact, is the principal insurer in the insurance holding company system.
17.3 With the prior approval of the Commissioner, an unauthorized insurer may follow any of the procedures which could be done by an authorized insurer under subsection 17.1 above.
17.4 Any insurer may take advantage of the provisions of Section 5004(h) or Section 5004(i) of the Act without obtaining the prior approval of the Commissioner. The Commissioner, however, reserves the right to require individual filings if he or she deems such filings necessary in the interest of clarity, ease of administration or the public good.
18.1 A disclaimer of affiliation or a request for termination of registration claiming that a person does not, or will not upon the taking of some proposed action, control another person (hereinafter referred to as the "subject") shall contain the following information:
18.1.1 The number of authorized, issued and outstanding voting securities of the subject;
18.1.2 With respect to the person whose control is denied and all affiliates of such person, the number and percentage of shares of the subject's voting securities which are held of record or known to be beneficially owned, and the number of shares concerning which there is a right to acquire, directly or indirectly;
18.1.3 All material relationships and bases for affiliation between the subject and the person whose control is denied and all affiliates of such person;
18.1.4 A statement explaining why the person should not be considered to control the subject.
18.2 A request for termination of registration shall be deemed to have been granted unless the Commissioner, within thirty (30) days after receipt of the request, notifies the registrant otherwise.
19.1 An insurer required to give notice of a proposed transaction pursuant to Section 5005 of the Act shall furnish the required information on Form D, hereby made a part of these regulations.
19.2 Agreements for cost sharing services and management services shall at a minimum and as applicable:
19.2.1 Identify the person providing services and the nature of such services;
19.2.2 Set forth the methods to allocate costs;
19.2.3 Require timely settlement, not less frequently than on a quarterly basis, and compliance with the requirements in the Accounting Practices and Procedures Manual;
19.2.4 Prohibit advancement of funds by the insurer to the affiliate except to pay for services defined in the agreement;
19.2.5 State that the insurer will maintain oversight for functions provided to the insurer by the affiliate and that the insurer will monitor services annually for quality assurance;
19.2.6 Define books and records of the insurer to include all books and records developed or maintained under or related to the agreement;
19.2.7 Specify that all books and records of the insurer are and remain the property of the insurer and are subject to control of the insurer;
19.2.8 State that all funds and invested assets of the insurer are the exclusive property of the insurer, held for the benefit of the insurer and are subject to the control of the insurer;
19.2.9 Include standards for termination of the agreement with and without cause;
19.2.10 Include provisions for indemnification of the insurer in the event of gross negligence or willful misconduct on the part of the affiliate providing the services;
19.2.11 Specify that, if the insurer is placed in receivership or seized by the Commissioner under the State Receivership Act:
19.2.11.1 all of the rights of the insurer under the agreement extend to the receiver or Commissioner; and,
19.2.11.2 all books and records will immediately be made available to the receiver or the Commissioner, and shall be turned over to the receiver or Commissioner immediately upon the receiver or the Commissioner's request;
19.2.12 Specify that the affiliate has no automatic right to terminate the agreement if the insurer is placed in receivership pursuant to 18 Del.C. Ch. 59; and
19.2.13 Specify that the affiliate will continue to maintain any systems, programs, or other infrastructure notwithstanding a seizure by the Commissioner under 18 Del.C. Ch. 59, and will make them available to the receiver, for so long as the affiliate continues to receive timely payment for services rendered.
The ultimate controlling person of an insurer required to file an enterprise risk report pursuant to Section 5004(l) of the Act shall furnish the required information on Form F, hereby made a part of these regulations.
21.1 Requests for approval of extraordinary dividends or any other extraordinary distribution to shareholders shall include the following:
21.1.1 The amount of the proposed dividend;
21.1.2 The date established for payment of the dividend;
21.1.3 A statement as to whether the dividend is to be in cash or other property and, if in property, a description thereof, its cost, and its fair market value together with an explanation of the basis for valuation;
21.1.4 A copy of the calculations determining that the proposed dividend is extraordinary. The work paper shall include the following information:
21.1.4.1 The amounts, dates and form of payment of all dividends or distributions (including regular dividends but excluding distributions of the insurer's own securities) paid within the period of twelve (12) consecutive months ending on the date fixed for payment of the proposed dividend for which approval is sought and commencing on the day after the same day of the same month in the last preceding year;
21.1.4.2 Surplus as regards policyholders (total capital and surplus) as of the 31st day of December next preceding;
21.1.4.3 If the insurer is a life insurer, the net gain from operations for the 12-month period ending the 31st day of December next preceding;
21.1.4.4 If the insurer is not a life insurer, the net income less realized capital gains for the 12-month period ending the 31st day of December next preceding and the two preceding 12-month periods; and
21.1.4.5 If the insurer is not a life insurer, the dividends paid to stockholders excluding distributions of the insurer's own securities in the preceding two (2) calendar years;
21.1.5 A balance sheet and statement of income for the period intervening from the last annual statement filed with the Commissioner and the end of the month preceding the month in which the request for dividend approval is submitted; and
21.1.6 A brief statement as to the effect of the proposed dividend upon the insurer's surplus and the reasonableness of surplus in relation to the insurer's outstanding liabilities and the adequacy of surplus relative to the insurer's financial needs.
21.2 Subject to Section 5005(b) of the Act, each registered insurer shall report to the Commissioner all dividends and other distributions to shareholders within fifteen (15) business days following the declaration thereof, including the same information required by subsection 21.1.4.4.
The factors set forth in Section 5005(c) of the Act are not intended to be an exhaustive list. In determining the adequacy and reasonableness of an insurer's surplus no single factor is necessarily controlling. The Commissioner instead will consider the net effect of all of these factors plus other factors bearing on the financial condition of the insurer. In comparing the surplus maintained by other insurers, the Commissioner will consider the extent to which each of these factors varies from company to company and in determining the quality and liquidity of investments in subsidiaries, the Commissioner will consider the individual subsidiary and may discount or disallow its valuation to the extent that the individual investments so warrant.
This Regulation became effective on January 11, 2016 [(ten days after publication - see 19 DE Reg. 642)]. New subsection 4.5 shall become effective 10 days after being published as a final regulation [{insert date that is 10 days after being published as a final regulation} March 12, 2018].
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 Delaware
Dated:________________________, 20_____
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.
(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 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 of the interrelationships 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.
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 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.
(d) Whether or not such person has ever been convicted in a criminal proceeding (excluding minor traffic violations) during the last 10 years and, if so, give the date, nature of conviction, name and location of court, and penalty imposed or other disposition of the case.
(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.
Describe any plans or proposals which the applicant may have to declare an extraordinary dividend, to liquidate the 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 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.
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.
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 the contracts, arrangements or understandings have been entered into.
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 the description the dates of purchase, the names of the purchasers, and the consideration paid or agreed to be paid therefor. State whether any 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 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.
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.
(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 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 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 the 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 fiscal years, and any additional documents or papers required by Form A or regulation Sections 4.0 and 6.0.
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 Section 5003 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 the 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 B
INSURANCE HOLDING COMPANY SYSTEM ANNUAL REGISTRATION STATEMENT
Filed with the Insurance Department of the State of Delaware
By
____________________________________
Name of Registrant
On Behalf of Following Insurance Companies
Name Address
____________________________________________________________________________________________
____________________________________________________________________________________________
____________________________________________________________________________________________
____________________________________________________________________________________________
Date:____________________, 20_____
Name, Title, Address and telephone number of Individual to Whom Notices and Correspondence Concerning This Statement Should Be Addressed:
____________________________________________________________________________________________
____________________________________________________________________________________________
____________________________________________________________________________________________
Furnish the exact name of each insurer registering or being registered (hereinafter 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.
Furnish a chart or listing clearly presenting the identities of and interrelationships among all affiliated persons within 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 control. As to each person specified in the chart or listing indicate the type of organization (e.g., corporation, trust, partnership) and the state or other jurisdiction of domicile.
As to the ultimate controlling person in the insurance holding company system furnish the following information:
(a) Name;
(b) Home office address;
(c) Principal executive office address;
(d) The organizational structure of the person, i.e., corporation, partnership, individual, trust, etc.;
(e) The principal business of the person;
(f) The name and address of any person who holds or owns 10% 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; and
(g) If court proceedings involving a reorganization or liquidation are pending, indicate the title and location of the court, the nature of proceedings and the date when commenced.
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: the individual's name and address, his or her principal occupation and all offices and positions held during the past 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 5 years, and any conviction of crimes other than minor traffic violations.
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:
(a) Loans, other investments, or purchases, sales or exchanges of securities of the affiliates by the Registrant or of the Registrant by its affiliates;
(b) Purchases, sales or exchanges of assets;
(c) Transactions not in the ordinary course of business;
(d) 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;
(e) All management agreements, service contracts and all cost-sharing arrangements;
(f) Reinsurance agreements;
(g) Dividends and other distributions to shareholders;
(h) Consolidated tax allocation agreements; and
(i) Any pledge of the registrant's stock and/or of the stock of any subsidiary or controlling affiliate, for a loan made to any member of the insurance holding company system.
No information need be disclosed if such information is not material for purposes of Section 5004 of the Act.
Sales, purchases, exchanges, loans or extensions of credit, investments or guarantees involving one-half of 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 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, the identity of all parties to the transaction, and relationship of the affiliated parties to the registrant.
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:
(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 the ultimate holding company including, but not necessarily limited to, bankruptcy, receivership or other corporate reorganizations.
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.
(a) Financial statements and exhibits should be attached to this statement as an appendix, but list under this item the financial statements and exhibits so attached.
(b) If the ultimate controlling person is a corporation, an organization, a limited liability company, or other legal entity, the financial statements shall include the annual financial statements of the ultimate controlling person in the insurance holding company system as of the end of the person's latest fiscal year.
If at the time of the initial registration, the annual financial statements for the latest fiscal year are not available, annual statements for the previous fiscal year may be filed and similar financial information shall be filed for any subsequent period to the extent such information is available. Such financial statements may be prepared on either an individual basis; or, unless the Commissioner otherwise requires, on a consolidated basis if consolidated statements are prepared in the usual course of business.
Other than with respect to the foregoing, such financial statement shall be filed in a standard form and format adopted by the National Association of Insurance Commissioners, unless an alternative form is accepted by the Commissioner. Documentation and financial statements filed with the Securities and Exchange Commission or audited GAAP financial statements shall be deemed to be an appropriate form and format.
Unless the Commissioner otherwise permits, the annual financial statements shall be accompanied by the certificate of an independent public accountant to the effect that the statements present fairly the financial position of the ultimate controlling person 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 ultimate controlling person is an insurer which is actively engaged in the business of insurance, the annual financial statements need not be certified, provided they are based on the Annual Statement of the insurer's domiciliary state and are in accordance with requirements of insurance or other accounting principles prescribed or permitted under the law and regulations of that state.
Any ultimate controlling person who is an individual may file personal financial statements that are reviewed rather than audited by an independent public accountant. The review shall be conducted in accordance with standards for review of personal financial statements published in the Personal Financial Statements Guide by the American Institute of Certified Public Accountants. Personal financial statements shall be accompanied by the independent public accountant's Standard Review Report stating that the accountant is not aware of any material modifications that should be made to the financial statements in order for the statements to be in conformity with generally accepted accounting principles.
(c) Exhibits shall include copies of the latest annual reports to shareholders of the ultimate controlling person and proxy material used by the ultimate controlling person; and any additional documents or papers required by Form B or regulation Sections 4.0 and 6.0.
A Form C, Summary of Changes to Registration Statement, must be prepared and filed with this Form B.
Signature and certification required as follows:
SIGNATURE
Pursuant to the requirements of Section 5004 of the Act, Registrant has caused this annual registration statement to be duly signed on its behalf of 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 annual registration statement 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)_______________________________
FORM C
SUMMARY OF CHANGES TO REGISTRATION STATEMENT
Filed with the Insurance Department of the State of Delaware
By
____________________________________
Name of Registrant
On Behalf of Following Insurance Companies
Name Address
____________________________________________________________________________________________
____________________________________________________________________________________________
____________________________________________________________________________________________
____________________________________________________________________________________________
Date:_________________________, 20_____
Name, Title, 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 the proper evaluation thereof by the Commissioner, and shall include specific references to Item numbers in the annual registration statement and to the terms contained therein.
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 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 or 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 such 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:
Pursuant to the requirements of Section 5004 of the Act, Registrant has caused this annual registration statement to be duly signed on its behalf of 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 annual registration statement 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)_______________________________
FORM D
PRIOR NOTICE OF A TRANSACTION
Filed with the Insurance Department of the State of Delaware
By
_____________________________________
Name of Registrant
On Behalf of Following Insurance Companies
Name Address
____________________________________________________________________________________________
____________________________________________________________________________________________
____________________________________________________________________________________________
____________________________________________________________________________________________
Date:__________________________, 20_____
Name, Title, Address and telephone number of Individual to Whom Notices and Correspondence Concerning This Statement Should Be Addressed:
____________________________________________________________________________________________
____________________________________________________________________________________________
____________________________________________________________________________________________
Furnish the following information for each of the parties to the transaction:
(a) Name;
(b) Home office address;
(c) Principal executive office address;
(d) The organizational structure, i.e. corporation, partnership, individual, trust, etc.;
(e) A description of the nature of the parties' business operations;
(f) Relationship, if any, of other parties to the transaction to the insurer filing the notice, including any ownership or debtor/creditor interest by any other parties to the transaction in the insurer seeking approval, or by the insurer filing the notice in the affiliated parties;
(g) Where the transaction is with a non-affiliate, the name(s) of the affiliate(s) which will receive, in whole or in substantial part, the proceeds of the transaction.
Furnish the following information for each transaction for which notice is being given:
(a) A statement as to whether notice is being given under Section 5005(a)(2)(a), (b), (c), (d), or (e) of the Act;
(b) A statement of the nature of the transaction;
(c) A statement of how the transaction meets the 'fair and reasonable' standard of Section 5005(a)(1)(a) of the Act; and
(d) The proposed effective date of the transaction.
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 other than cash, furnish a description of the consideration, its cost and its fair market value, together with an explanation of the basis for evaluation.
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 an investment, guarantee or other arrangement, state the time period during which the investment, guarantee or other arrangement will remain in effect, together with any provisions for extensions or renewals of such investments, guarantees or 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 can at any time be outstanding or for which the insurer can be legally obligated under the loan, extension of credit or guarantee is less than (a) in the case of non-life insurers, the lesser of 3% of the insurer's admitted assets or 25% of surplus as regards policyholders, or (b) in the case of life insurers, 3% of the insurer's admitted assets, each as of the 31st day of December next preceding.
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 whereby 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 such 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 evaluation. 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 3% of the insurer's admitted assets or 25% of surplus as regards policyholders or, with respect to life insurers, 3% of the insurer's admitted assets, each as of the 31st day of December next preceding.
If the transaction is a reinsurance agreement or modification thereto, as described by Section 5005(a)(2)(c)(2) of the Act, or a reinsurance pooling agreement or modification thereto as described by Section 5005(a)(2)(c)(1) 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 non-affiliate to the effect that any portion of the assets constituting the consideration for the agreement will be transferred to one or more of the insurer's affiliates. Furnish a brief description of the consideration involved in the transaction, and a 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 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.
For management and service agreements, furnish:
(a) A brief description of the managerial responsibilities, or services to be performed;
(b) A brief description of the agreement, including a statement of its duration, together with brief descriptions of the basis for compensation and the terms under which payment or compensation is to be made.
For cost-sharing arrangements, furnish:
(a) A brief description of the purpose of the agreement;
(b) A description of the period of time during which the agreement is to be in effect;
(c) A brief description of each party's expenses or costs covered by the agreement;
(d) A brief description of the accounting basis to be used in calculating each party's costs under the agreement;
(e) A brief statement as to the effect of the transaction upon the insurer's policyholder surplus;
(f) A statement regarding the cost allocation methods that specifies whether proposed charges are based on "cost or market." If market based, rationale for using market instead of cost, including justification for the company's determination that amounts are fair and reasonable; and
(g) A statement regarding compliance with the NAIC Accounting Practices and Procedure Manual regarding expense allocation.
Signature and certification required as follows:
SIGNATURE
Pursuant to the requirements of Section 5005 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)_______________________________
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 Delaware
____________________________________________________________________________________________
Dated:__________________________, 20 _______________
Name, title, address and telephone number of person completing this statement:
____________________________________________________________________________________________
____________________________________________________________________________________________
____________________________________________________________________________________________
____________________________________________________________________________________________
State the names and addresses of the persons who hereby provide notice of their involvement in a pending acquisition or change in corporate control.
State the names and addresses of the persons affiliated with those listed in Item 1. Describe their affiliations.
State the nature and purpose of the proposed merger or acquisition.
State the nature of the business performed by each of the persons identified in response to Item 1 and Item 2.
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 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 5003A(b)(2)(d) 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.
FORM F
ENTERPRISE RISK REPORT
Filed with the Insurance Department of the State of Delaware
By
____________________________________
Name of Registrant/Applicant
On Behalf of/Related to Following Insurance Companies
Name Address
______________________________________________________________________________________
______________________________________________________________________________________
______________________________________________________________________________________
______________________________________________________________________________________
Date:____________________, 20_____
Name, Title, Address and telephone number of Individual to Whom Notices and Correspondence Concerning This Statement Should Be Addressed:
______________________________________________________________________________________
______________________________________________________________________________________
______________________________________________________________________________________
The Registrant/Applicant, to the best of its knowledge and belief, shall provide information regarding the following areas that could produce enterprise risk as defined in Section 5001(4) of the Act, provided such information is not disclosed in the Insurance Holding Company System Annual Registration Statement filed on behalf of itself or another insurer for which it is the ultimate controlling person:
The Registrant/Applicant may attach the appropriate form most recently filed with the U.S. Securities and Exchange Commission, provided the Registrant/Applicant includes specific references to those areas listed in Item 1 for which the form provides responsive information. If the Registrant/Applicant is not domiciled in the U.S., it may attach its most recent public audited financial statement filed in its country of domicile, provided the Registrant/Applicant includes specific references to those areas listed in Item 1 for which the financial statement provides responsive information.
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.
