1. (a) Statement regarding the acquisition or change of control of a domestic insurer.
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2. (b) Insurers and method of acquisition. State the name and address of the domestic insurer to which this application relates and a brief description of how control is to be acquired.

3. (c) Identity and background of the applicant.

   1. (1) State the name and address of the applicant seeking to acquire control over the insurer.
   2. (2) If the applicant is not an individual, state the nature of its business operations for the past five years or for such lesser period as such person and any predecessors thereof shall have been in existence and fully describe any business which such person and any of its affiliates intend to commence.
   3. (3) Furnish a chart or listing clearly identifying the interrelationships between 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 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 looking toward 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.

4. (d) Identity and background of individuals associated with the applicant.

   1. (1) Furnish biographical data for the applicant if such person is an individual, or for 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, with such biographical data in the form of the biographical affidavit form adopted by reference under §7.201(a)(1) of this title (relating to Forms Filings). Copies of this form are available from Financial Analysis and Examinations, Mail Code 303-1A, Texas Department of Insurance, P.O. Box 149099, 333 Guadalupe, Austin, Texas 78714-9099.
   2. (2) Furnish fingerprint cards for the applicant if such person is an individual, or for persons who are the Chairman of the Board, Chief Executive Officer, President, Chief Financial Officer, Treasurer, and Controller of the applicant if the applicant is not an individual. Copies of fingerprint cards may be obtained by sending a written request to Licensing Division, Mail Code 107-1B, Texas Department of Insurance, P.O. Box 149104, Austin, Texas 78714-9104, by telecopy or facsimile to (512) 475-1819, or by e-mail to LICENSE@tdi.state.tx.us. The request should include the name of the requestor, address, phone number and number of cards requested and should be limited to the actual number needed up to a maximum of 25 cards per order. Fingerprint cards are also available from local law enforcement agencies, such as sheriff and police departments, and agent testing centers. Each fingerprint card submitted should be accompanied by the full name of the law enforcement agency or testing center, the printed or typed identity of the individual performing the fingerprinting, the address, the phone and telecopy or facsimile numbers of the law enforcement agency or testing center.

5. (e) Nature, source, and amount of funds or other consideration.

   1. (1) State the name and address of the applicant seeking to acquire control over the insurer.
   2. (2) If the source of the consideration is provided by a commercial lender in the ordinary course of business and if the applicant wishes the identity to remain confidential, he must specifically request that the identity be kept confidential. When confidentiality is requested such identity shall be provided by a separate instrument filed with, but not forming a part of, the acquisition statement.
   3. (3) If the consideration is to consist in whole or in part of the insurance business and assets of the insurer or of a person controlled by the insurer, state the value thereof and how such value was arrived at.

6. (f) Future plans for insurer.

   1. (1) Provide a business plan which describes any plans or proposals which the applicant may have or may contemplate making to cause the insurer to pay dividends or make other distributions, to liquidate such insurer, to sell any of its assets, to merge or consolidate it with any person or persons, to make any other material change in its business operations or corporate structure or management, or to cause the insurer to enter into material agreements, arrangements, or transactions of any kind with any party, and describe any financial or employment guarantees given to present and contemplated management.
   2. (2) Describe applicant's operational plans for the domestic insurer covering the succeeding 24 months, including, but not limited to, change of location, change of name, increase in capital and/or surplus, reinsurance activity, type business to be written, and anticipated premium volume.

   3. (3) Provide:

      1. (A) an affirmative statement of applicant's and the domestic insurer's compliance with Chapter 22 of this title (relating to Privacy); and,
      2. (B) if applicant proposes revisions to the domestic insurer's current privacy policy, the proposed revised privacy policy along with any revised notices required pursuant to §22.12 of the title (relating to Revised Privacy Notices) and any other notices or authorization requests and forms that applicant will be required to provide to maintain compliance with Chapter 22 of this title.
   4. (4) For the domestic insurer, provide the full name of each individual proposed to be an executive officer or director of the domestic insurer and the full name of each individual who will be responsible for major areas of operations of the domestic insurer, including but not limited to, supervision of agents, underwriting, advertising, production of business through agents and through reinsurance, policyholder services, premium accounting, claims processing and litigation, reinsurance cessions, investments, and financial accounting and reporting. For each such position, evidence of such individual's ability and experience to perform same by providing biographical data in the form of the biographical affidavit form adopted by reference under §7.201(a)(1) of this title.
   5. (5) Describe any other arrangement or agreement oral or written, entered into by any acquiring party or any of its affiliates and the domestic insurer during the immediately preceding 12 months.
7. (g) Voting securities to be acquired. State the number of shares of the insurer's voting securities and the amount or number of shares convertible into voting securities which the applicant, its affiliates, and any person listed in subsection (d) of this section plan to acquire, and the terms of the offer, request, invitation, agreement, or acquisition.
8. (h) Ownership of voting securities. State the amount of each class of any voting security of the insurer which is legally, directly, indirectly, or beneficially owned or of which the acquiring party or any of its affiliates or any person listed in subsection (d) of this section has a right to acquire legal, direct, indirect, or beneficial ownership.
9. (i) Contracts, arrangements, or understandings with respect to voting securities of the insurer. Provide a copy of any written, or a confirmed description of any oral, agreements, arrangements, or understandings with respect to any voting security of the insurer in which the applicant, any of its affiliates, or any persons listed in subsection (d) of this section is involved, including without limitation any such agreement, arrangement, or understanding relating to the transfer of any of the voting securities, joint ventures, loan or option agreements, puts or calls, guarantees of loans, guarantees against loss, guarantees of profits, division of losses or profits, or the giving or withholding of proxies.
10. (j) Recent purchases of voting securities. Describe any purchases of any voting securities of the insurer by the applicant, any of its affiliates, or any person listed in subsection (d) of this section during the 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 therefor. State whether any such shares so purchased are hypothecated.
11. (k) Recent recommendations to purchase. Provide a copy of any written, or a confirmed description of any oral, recommendations to purchase any voting security of the insurer made by the applicant, any of its affiliates, or any person listed in subsection (d) of this section, or by anyone based upon interviews with or at the suggestion of the applicant, any of its affiliates, or any person listed in subsection (d) of this section during the 12 calendar months preceding the filing of this statement.
12. (l) Agreements with broker-dealers. Provide a copy of any written, or a confirmed description of any oral, agreement, arrangement, or understanding made with any broker-dealer as to the 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.

13. (m) Financial statements and exhibits.

    1. (1) Financial statements and exhibits shall be attached to this statement as an appendix, but list under this subsection the financial statements and exhibits so attached.
    2. (2) The financial statements shall include the annual financial statements of the persons identified in subsection (c)(3) of this section for the preceding three fiscal years (or for such lesser period as such applicant and its affiliates and any predecessors thereof shall have been in existence), and similar unaudited financial information as of a date not earlier than 120 days prior to the filing of the statement, accompanied by affidavit or certification of the chief financial officer of the applicant that such unaudited financial statement is true and correct, as of its date, and that there has been no material change in financial condition, as defined by the Act, §3, from the date of the financial statement to the date of the affidavit or certification. Such statements may be prepared on either an individual basis, or, unless the commissioner otherwise requires, on a consolidated basis if such consolidated statements are prepared in the usual course of business. Unless exempted by the commissioner, the annual financial statements of the applicant shall be made in accordance with generally accepted auditing standards and accompanied by the certificate of an independent certified 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 such certificate is not available, then such financial statement shall be sworn to by the applicant as correctly reflecting its financial condition, and in such case, the commissioner of insurance at the commissioner's discretion may require such financial statement to be certified by an independent public accountant. If the applicant is an insurer which is actively engaged in the business of insurance and licensed to do business in this state, it may provide financial statements which conform to the annual statements of the insurer filed with the insurance department of the insurer's domiciliary state and which are in accordance with the requirements of insurance or other accounting principles prescribed or permitted under the law and regulations of the domiciliary state. If the applicant is an individual person, such person shall provide a reviewed financial statement accompanied by the certificate of an independent public accountant that he is not aware of any material modifications that should be made to the accompanying financial statement in order for it to be in conformity with generally accepted accounting principles and shall provide a balance sheet as of a date not earlier than 120 days prior to the filing of the statement and balance sheets for the second and third fiscal years preceding the filing of the statement accompanied by affidavit or certification that each balance sheet is true and correct as of its date.
    3. (3) 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; and proposed employment, consultation, advisory, or management contracts concerning the insurer; budget projections of the domestic insurer and the applicant for a period equal to the greater of three years or the succeeding length of time of debt service required by applicant in its acquisition of control; and any additional document or papers required by regulation.
    4. (4) In addition to the other material required to be filed by this section, a person as described in §7.205(a) of this title (relating to Acquisition Statements-Filing Requirements) shall file, as an exhibit, annual reports to the stockholders of the insurer and the applicant for the last two fiscal years; these reports are for review of the Texas Department of Insurance, and are not a part of the material required to be submitted under the Act, §5(b)(12). However, the materials shall be open for public inspection at the offices of the Texas Department of Insurance during the pendency of the application.
14. (n) Signature and certification. Signature and certification of the following form:
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Source Note:The provisions of this §7.209 adopted to be effective January 1, 1976; amended to be effective November 30, 1984, 9 TexReg 5926; amended to be effective April 29, 1988, 13 TexReg 1761; amended to be effective April 13, 1992, 17 TexReg 2273; amended to be effective July 14, 1994, 19 TexReg 5098; amended to be effective May 15, 1996, 21 TexReg 3798; amended to be effective May 5, 2002, 27 TexReg 3559.