Mo. Code Regs. Ann. tit. 20, § 200-11.101
PURPOSE: This rule sets forth rules and procedural requirements which the director deems necessary to carry out the provisions of sections 382.010–382.300, RSMo, also referred to as the Act. The information called for by this rule is declared to be necessary and appropriate in the public interest and for the protection of policyholders in this state.
(2) Forms—General Requirements.
(1) 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 authority, the power or other authority also shall be filed with the statement.
(3) Forms—Incorporation by Reference, Summaries, and Omissions.
confusing.
(4) Forms—Information Unknown or Unavailable and Extension of Time to Furnish. 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—
(6) Definitions.
functions corresponding to those performed by the foregoing officers under whatever title.
(10) Acquisition of Section 382.040.4 Insurers.
(13) Amendments to Form B.
(14) Alternative and Consolidated Registrations.
(A) Any authorized insurer may file an annual registration statement on behalf of any affiliated insurer(s) which is required under sections 382.100–382.180 of the Act. An annual 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 an annual registration statement on Form B, the authorized insurer may file a copy of the annual registration statement or similar report which it is required to file in its state of domicile, provided—
stantially similar information required to be furnished on Form B; and
insurance company in the insurance holding company system.
(15) Disclaimers and Termination of Registration.
(A) 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 (referred to as the subject) shall contain the following information:
outstanding voting securities of the subject;
trol is denied and all affiliates of that 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 the shares concerning which there is a right to acquire, directly or indirectly;
for affiliation between the subject and the person whose control is denied and all affiliates of that person; and
son should not be considered to control the subject.
(16) Transactions Subject to Prior Notice— Notice Filing.
(B) Agreements for cost sharing services and management services shall, at a minimum and as applicable—
and the nature of such services;
costs;
quently than on a quarterly basis, and compliance with the requirements in the Accounting Practices and Procedures Manual;
insurer to the affiliate except to pay for services defined in the agreement;
oversight for functions provided to the insurer by the affiliate and that the insurer will monitor services annually for quality assurance;
insurer to include all books and records developed or maintained under or related to the agreement;
the insurer are and remain the property of the insurer and are subject to control of the insurer;
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;
the agreement with and without cause;
tion of the insurer in the event of gross negligence or willful misconduct on the part of the affiliate providing the services;
receivership or seized by the director under sections 375.1150 to 375.1246—
under the agreement extend to the receiver or director; and
diately be made available to the receiver or director and shall be turned over to the receiver or director immediately upon the receiver or director’s request;
matic right to terminate the agreement if the insurer is placed in receivership pursuant to sections 375.1150 to 375.1246; and
ue to maintain any systems, programs, or other infrastructure notwithstanding a seizure by the director under sections 375.1150 to 375.1246, and will make them available to the receiver, for so long as the affiliate continues to receive timely payment for services rendered.
(17) Extraordinary Dividends and Other Distributions.
(A) Requests for approval of extraordinary dividends or any other extraordinary distribution to shareholders shall include the following:
dend;
the dividend;
dend is to be in cash or other property and, if in property, a description of the property,
nary. The work paper shall include the following information:
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;
(total capital and surplus) as of December 31 next preceding;
net gain from operations for the twelve- (12-) month period ending December 31 next preceding;
casualty insurer, the net income for the twelve- (12-) month period ending December 31 next preceding;
a property and casualty insurer, the net investment income for the twelve- (12-) month period ending December 31 next preceding and the two (2) preceding twelve- (12-) month periods; and
the dividends paid to stockholders in the two (2) preceding twelve- (12-) month periods, excluding distributions of the insurer’s own securities;
income for the period intervening from the last annual statement filed with the director and the end of the month preceding the month in which the request for dividend approval is submitted; and
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.
director will consider the extent to which each of these factors varies from company-tocompany and in determining the quality and liquidity of investments in subsidiaries, the director will consider the individual sub- 20 CSR 200-11
sidiary and may discount or disallow its valuation to the extent that the individual investments so warrant.
(20) Enterprise Risk Report. The ultimate controlling person of an insurer required to file an enterprise risk report pursuant to section 382.175 of the Act shall furnish the required information on Form F.
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
| its cost, and its fair market value, together | consider the net effect of all of these factors |
|---|---|
| with an explanation of the basis for valuation; | plus other factors bearing on the financial |
| 4. A copy of the calculations determin- | condition of the insurer. In comparing the |
| ing that the proposed dividend is extraordi- | surplus maintained by other insurers, the |
AND INSURANCE
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 benefi- Company Regulation
cially 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.
(5) fiscal years (or for such lesser period as the applicant, its affiliates, and any predeces-
based on the Annual Statement of such person filed with the insurance department of the person’s domiciliary state and are in accordance with the requirements of insurance or other accounting principles prescribed or permitted under the law and regulations of such state.
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
(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) 20 CSR 200-11
On behalf of following insurance companies: Name Address
statement should be addressed:
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:
| (Name of Applicant) | ||
|---|---|---|
| applicant shall be accompanied by the certifi- | ||
| cate of an independent public accountant to | by | |
| the effect that the statements present fairly | ||
| the financial position of the applicant and the | ||
| (Name) | ||
| results of its operations for the year then | Item 1. Identity and Control of Registrant. | |
| ended, in conformity with generally accepted | Furnish the exact name of each insurer reg- | |
| accounting principles or with requirements of | (Title) | |
| istering or being registered (after this called | ||
| insurance or other accounting principles pre- | the registrant), the home office address and | |
| scribed or permitted under law. If the appli- | Attest: | principal executive offices of each; the date |
| cant is an insurer which is actively engaged in | on which each registrant became part of the | |
| the business of insurance, the financial state- | (Signature of Officer) | insurance holding company system; and the |
| ments need not be certified, provided they are | method(s) by which control of each registrant |
| Pursuant to the requirements of sec- | ||
|---|---|---|
| sors of the applicant shall have been in exis- | tions 382.040–382.060 of the Act_________ | |
| tence), and similar information covering the | __________________________ has caused | |
| period from the end of the person’s last fiscal | this application to be duly signed on its behalf | |
| year, if this information is available. These | in the City of__________________________ | |
| statements may be prepared on either an indi- | Date___________________, ____________. | |
| and State of ___________________, on the | ||
| vidual basis or, unless the director otherwise | ||
| __________ day of _________, _________. | ||
| requires, on a consolidated basis if consoli- | Name, title, mailing address, e-mail address, | |
| dated statements are prepared in the usual | (SEAL) | and telephone number of individual to whom |
| course of business. | notices and correspondence concerning this |
AND INSURANCE
nature of proceedings, and the date when commenced.
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:
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.
pared in the usual course of business.
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 ___________________,
_____________________________, 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
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 20 CSR 200-11
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 fol-
lows:
SIGNATURE
(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___________________________ (Name of Officer) that s/he is the ________________________ (Title of Officer) of___________________________________ (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
| Attest: | ||
|---|---|---|
| by | ||
| (Signature of Officer) | ||
| Furnish a brief description of all items in | (Name) | |
| the current annual registration statement | ||
| (Title) | which represent changes from the prior | (Title) |
| year’s annual registration statement. The | ||
| CERTIFICATION | description shall be in a manner as to permit | Attest: |
| proper evaluation by the director, and shall | ||
| include specific references to Item numbers | ||
| in the annual registration statement and to the | (Signature of Officer) | |
| The undersigned deposes and says that s/he | ||
| terms contained in the statement. | ||
| has duly executed the attached annual regis- | ||
| Changes occurring under Item 2 of Form B | ||
| tration statement dated _________________, |
| _________. | ||
|---|---|---|
| (SEAL) | Pursuant to the requirements of sections | |
| 382.100–382.180 of the Act, the Registrant | ||
| (Name of Registrant) | has caused this summary of registration state- | |
| ment to be duly signed on its behalf in the | ||
| by | Date ____________________, __________ | City of ___________________________and |
| the State of___________________________ | ||
| (Name) | Name, title, mailing address, e-mail address, | on the ___________ day of _____________, |
| and telephone number of individual to whom | ____________. | |
| (Title) | notices and correspondence concerning this | (SEAL) |
| statement should be addressed: | ||
| (Name of Registrant) |
AND INSURANCE
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
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
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. Company Regulation
If the transaction involves a loan or exten-
sion 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
ance 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 (3) 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
| any other agreements relating to the transac- | extension of credit is one which equals less | |
|---|---|---|
| tion such as contracts or agreements for ser- | than, in the case of non-life insurers, the less- | |
| vices, consulting agreements and the like. If | er of three percent (3%) of the insurer’s | |
| the transaction involves consideration other | admitted assets or twenty-five percent (25%) | |
| Date: ________________, ______________ | than cash, furnish a description of the con- | of surplus as regards policyholders or, with |
| sideration, its cost, and its fair market value, | respect to life insurers, three percent (3%) of | |
| Name, title, mailing address, e-mail address, | together with an explanation of the basis for | the insurer’s admitted assets, each as of the |
| and telephone number of individual to whom | valuation. | 31st day of December next preceding. |
| notices and correspondence concerning this | If the transaction involves a loan, extension | |
| statement should be addressed: | of credit, or a guarantee, furnish a descrip- | Item 5. Reinsurance. |
| tion of the maximum amount which the insur- | If the transaction is a reinsurance agreement | |
| er will be obligated to make available under | or modification thereto, as described by sec- | |
| such loan, extension of credit, or guarantee, | tion 382.195.1(3)(b) of the Act, or a reinsur- |
modifications thereto.
Item 6. Management Agreements, Service Agreements, Tax Allocation Agreements, and Cost-Sharing Arrangements. For management and service agreements, furnish—
al responsibilities or services to be performed; and
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 tax allocation agreements and costsharing arrangements, furnish—
the agreement or arrangement;
during which the agreement or arrangement is to be in effect;
expenses or costs covered by the agreement or arrangement;
basis to be used in calculating each party’s costs under the agreement or arrangement;
the transaction upon the insurer’s policyholder surplus;
cation methods that specifies whether proposed charges are based on cost or market. If market based, furnish rationale for using market instead of cost, including justification for the company’s determination that amounts are fair and reasonable; and
with the NAIC Accounting Practices and Procedures Manual regarding expense allocation.
Item 7. Signature and Certification. Signature and certification required as follows:
SIGNATURE
Pursuant to the requirements of section
(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________________________ (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 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:
Describe their affiliations. 20 CSR 200-11
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
(Title)
| 382.195 of the Act________________________________ | State of ____________________________ | |
|---|---|---|
| __________________ has caused this appli- | on the __________ day of ______________, | |
| cation to be duly signed on its behalf in the | ______________. | |
| City of __________________________________ and State | (SEAL) | |
| of ____________________________ on the | Item 1. Name and Address. | |
| __________ day of ______________, ______________. | State the names and addresses of the per- | (Name of Applicant) |
| (SEAL) | sons who hereby provide notice of their | |
| by | ||
| involvement in a pending acquisition or | ||
| ________________ _____________ | ||
| (Name of Applicant) | change in corporate control. | |
| (Name) (Title) | ||
| by | ||
| Item 2. Name and Addresses of Affiliated | Attest: | |
| ________________ | _____________ | |
| Companies. | ||
| (Name) | (Title) | |
| State the names and addresses of the per- | (Signature of Officer) | |
| Attest: | ||
| sons affiliated with those listed in Item 1. |
AND INSURANCE
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
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
Item 1. Enterprise Risk.
(1) 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 382.010(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:
ing strategy, internal audit findings, compliance, or risk management affecting the insurance holding company system;
entities and reallocation of existing financial or insurance entities within the insurance holding company system;
insurance holding company system exceeding ten percent (10%) or more of voting securities;
tions, regulatory activities, or litigation that may have a significant bearing or impact on the insurance holding company system;
ment, or discussions with rating agencies which may have caused, or may cause, potential negative movement in the credit ratings and individual insurer financial strength ratings assessment of the insurance holding company system, including both the rating score and outlook;
guarantees throughout the holding company and expected sources of liquidity should such guarantees be called upon; and
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.
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. Company Regulation
Signature and certification required as follows:
SIGNATURE
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)
(Title)
| Amended: Filed Dec. 1, 2015, effective May | |||||
|---|---|---|---|---|---|
| or development of the insurance holding com- | |||||
| 30, 2016. | |||||
| pany system that, in the opinion of senior | |||||
| management, could adversely affect the | *Original authority: 374.045, RSMo 1967, amended | ||||
| insurance holding company system. | 1993, 1995, 2008 and 382.240, RSMo 1971. | ||||
| Date: ________________, ______________ | (2) The registrant/applicant may attach the | ||||
| appropriate form most recently filed with the | |||||
| Name, title, mailing address, e-mail address, | U.S. Securities and Exchange Commission, | 20 CSR 200-11.120 Material Transactions | |||
| and telephone number of individual to whom | provided the registrant/applicant includes | Between | Affiliates | Under | Section |
| notices and correspondence concerning this | specific references to those areas listed in | 382.195.1(7), RSMo | |||
| statement should be addressed: | Item 1 for which the form provides respon- | ||||
| sive information. If the registrant/applicant is | PURPOSE: This rule specifies certain mate- | ||||
| not domiciled in the U.S., it may attach its | rial transactions involving a domestic insurer | ||||
| most recent public audited financial statement |
| s/he is familiar with such instrument and the | ing company system and summarized strate- | ||
|---|---|---|---|
| contents thereof, and that the facts therein set | gies for the next twelve (12) months; | (Name of Applicant) | |
| forth are true to the best of his/her knowl- | (F) Identification of material concerns of | ||
| by | |||
| edge, information, and belief. | the insurance holding company system raised | ||
| by the supervisory college, if any, in the last | ________________ | _____________ | |
| (Signature) | year; | (Name) | (Title) |
| (G) Identification of insurance holding | Attest: | ||
| (Type or print name) | company system capital resources and mate- | ||
| rial distribution patterns; | (Signature of Officer) | ||
| FORM F | (H) Identification of any negative move- |
AUTHORITY: section 374.045, RSMo Supp. 2013, and section 382.240, RSMo 2000.* Original rule filed April 29, 1992, effective Dec. 3, 1992. Amended: Filed Nov. 23, 1998, effective July 30, 1999. Amended: Filed June 14, 2001, effective Dec. 30, 2001. Amended: Filed April 17, 2006, effective Oct. 30, 2006. Emergency amendment filed Dec. 1, 2015, effective Jan. 1, 2016, expired June 29, 2016. and any person in its holding company system, which transactions are not to be entered into unless the insurer has notified the director in writing of its intention to enter into such a transaction at least thirty (30) days prior thereto, or such shorter period as the director may permit, and the director has not disapproved such transaction. (1) The transactions specified within or under section (2) of this rule constitute material transactions which the director determines may adversely affect the interests of the insurer’s policyholders within the meaning of section 382.195.1(7), RSMo. (2) Any agreement, arrangement, or contract, except for those agreements, arrangements, or contracts covered by subdivisions (1) through (6) of section 382.195.1, RSMo, in which the consideration to or from or anticipated to or from the domestic insurer has a value exceeding one-half of one percent (0.5%) of the domestic insurer’s admitted assets as of the thirty-first day of December next preceding, involving a domestic insurer and any person in its insurance holding company system, including amendments or modifications of affiliate agreements previously filed under section 382.195, RSMo, shall not be entered into unless the insurer has notified the director in writing through use of Form D to 20 CSR 200-11.101 of its intention to enter into such transaction at least thirty (30) days prior thereto, or such shorter period as the director may permit, and the director has not disapproved it within such period (see section 382.195.1, RSMo). (3) Section 382.195.1, RSMo requires that the notice for amendments or modifications include the reasons for the change and the financial impact on the domestic insurer. (4) A domestic insurer shall not enter into transactions, whether described in section (2) of this rule or subsection 1. of section 382.195, RSMo, which are part of a plan or series of like transactions with persons within the insurance holding company system if the purpose or effect of those separate transactions is to avoid the statutory or regulatory threshold amount and thus avoid the review that would occur otherwise. If the director determines that such separate transactions were entered into over any twelve- (12-) month period for such purpose, the director may exercise the director’s authority under section 382.265, RSMo. AUTHORITY: sections 374.045 and 382.195, RSMo 2016.* Original rule filed June 14, 2001, effective Dec. 30, 2001. Amended: Filed Dec. 13, 2018, effective July 30, 2019. *Original authority: 374.045, RSMo 1967, amended 1993, 1995, 2008 and 382.195, RSMo 1992, amended 2015.