Wyo. Code R. 044-0002-45
CHAPTER 45
HOLDING COMPANY SYSTEM
These regulations are promulgated pursuant to the authority granted by Sections 26-2-109, 26-2- 110 and 26-44-111 of the Wyoming Insurance Code.
The purposes of these regulations are to set forth rules and procedural requirements which the Commissioner deems necessary to carry out the provisions of the Insurance Holding Company System Regulatory Act Sections 26-44-101, et seq. 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.
(b) 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 Wyoming, Herschler Building, 122 West 25th Street, Cheyenne, Wyoming 82002, Attention: Examination Division. A copy of Form C shall be filed in Wyoming if the insurer is authorized to do business there and if the Wyoming Insurance Commis- sioner has made a written request for such filing. The insurer has 20 days from receipt of the request to file Form C. At least one of the copies shall be manually 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 such power of attorney or other authority shall also be filed with the statement.
(c) Statements should be prepared on paper 8 ½ X 11" in size and preferably bound at the top or the top left-hand corner. Exhibits and financial statements, unless specifically prepared for the filing, may be submitted in their original size. All copies of any statement, financial statements, or exhibits shall be clear, easily readable and suitable for photocopying. Debits in credit categories and credits in debit categories shall be designated so as to be clearlydistinguishable as such on photocopies.
Statements shall be in the English language and monetary values shall be stated in United States cur- rency. 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 shall be converted into United States currency.
(a) Information required need be given only insofar as it is known or reasonably available to the person filing the statement. If any required information is unknown and not reasonably available to the person filing, either because the obtaining thereof would involve unreasonable effort or expense, or because it rests peculiarly within the knowledge of another person not affiliated with the person filing, the information may be omitted, subject to the following conditions:
(b) If it is impractical to furnish any required information, document or report at the time it is required to be filed, there may be filed with the Commissioner as a separate document a request:
In addition to the information expressly required to be included in Form A, Form B, Form C and Form D, there shall be added 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. Such exhibits shall be so marked as to indicate clearly the subject matters to which they refer. Changes to Forms A, B, C or D 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.
A person required to file a statement pursuant to Section 26-44-103 of the Act shall furnish the required information on Form A, hereby made a part of this regulation.
The applicant shall promptly advise the Commissioner of any changes in the information so furnished on Form A arising subsequent to the date upon which such information was furnished but prior to the Commissioners disposition of the application.
(a) If the person being acquired is deemed to be a domestic insurer solely because of the provisions of Section 26-44-103(a)(ii) 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
An insurer required to file an annual registration statement pursuant to Section 26-44-104 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 26-44-104 of the Act is also required to furnish information required on Form C, hereby made a part of these regulations.
An insurer shall file a copy of Form C in each state in which the insurer is authorized to do business, if requested by the Commissioner of that state.
(a) Any authorized insurer may file a registration statement on behalf of any affiliated insurer or insurers which are required to register under Section 26-44-104 of the Act. A registration statement may include information not required by the Act regarding any insurer in the insurance holding company sys- tem even if such 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:
(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 (hereinafter referred to as the subject) shall contain the following information:
An insurer required to give notice of a proposed transaction pursuant to Section 26-44-105 of the Act shall furnish the required information on Form D, hereby made a part of these regulations.
(a) Requests for approval of extraordinary dividends or any other extraordinary distribution to shareholders shall include the following:
(iv) A copy of the calculations determining that the proposed dividend is extraordinary.
The work paper shall include the following information:
(A) The amounts, dates and form of payment of all dividends or distributions
(including regular dividends but excluding distributions of the insurers own securities) paid within the period of 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.
The factors set forth in Section 26-44-108 of the Act are not intended to be an exhaustive list. In determining the adequacy and reasonableness of an insurers surplus no single factor is necessarily con- trolling. 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 invest- ments so warrant.
If any provision of this regulation or the application thereof to any person or circumstance is for any reason held to be invalid, the remainder of the regulation and the application of such provision to other persons or circumstances shall not be affected thereby.
This regulation becomes effective immediately upon filing with the Secretary of State.
FORM A STATEMENT REGARDING THE ACQUISITION 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) Date: _________________________ , 19 __
Name, Title, address and telephone number of Individual to Whom Notices and Correspondence Con- cerning this Statement Should be Addressed:
_____________________________________________________________________________________
_____________________________________________________________________________________
_____________________________________________________________________________________
_____________________________________________________________________________________
ITEM 1. INSURER AND METHOD OF ACQUISITION
State the name and address of the domestic insurer to which this application relates and a brief description of how control is to be acquired.
ITEM 2. IDENTITY AND BACKGROUND OF THE APPLICANT
(c) Furnish a chart or listing clearly presenting the identities of the inter-relationships among the applicant and all affiliates of the applicant. No affiliate need be identified if its total assets are equal to less than ½ of 1% of the total assets of the ultimate controlling person affiliated with 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, partner- ship) 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.
ITEM 3. IDENTITY AND BACKGROUND OF INDIVIDUALS ASSOCIATED WITH THE APPLICANT
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.
(d) Whether or not such person has ever been convicted in a criminal proceeding (excluding minor traffic violations) during the last ten years and, if so, give the date, nature of conviction, name and location of court, and penalty imposed or other disposition of the case.
ITEM 4. NATURE, SOURCE AND AMOUNT OF CONSIDERATION
(c) If the source of the consideration is a loan made in the lenders ordinary course of busi- ness and if the applicant wishes the identity of the lender to remain confidential, he must specifically request that the identity be kept confidential.
ITEM 5. FUTURE PLANS OF INSURER
Describe any plans or proposals which the applicant may have to declare an extraordinary divi- dend, 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 insurers voting securities which the applicant, its affiliates and any person listed in Item 3 plan to acquire, and the terms of the offer, request, invitation, agreement or acquisition, and a statement as to the method by which the fairness of the proposal was arrived at.
ITEM 7. OWNERSHIP OF VOTING SECURITIES
State the amount of each class of any voting security of the insurer which is beneficially owned or concerning which there is a right to acquire beneficial ownership by the applicant, its affiliates or any person listed in Item 3.
ITEM 8. CONTRACTS, ARRANGEMENTS, OR UNDERSTANDINGS WITH RE- SPECT TO VOTING SECURITIES OF THE INSURER
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 in- volved, including but not limited to transfer of any of the securities, joint ventures, loan or option ar- rangements, 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 such 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 12 calendar months preceding the filing of this Statement. Include in such description the dates of purchase, the names of the purchasers, and the considerationpaid or agreed to be paid therefor. State whether any such 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 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, commissions or other compensation to be paid to broker-dealers with regard thereto.
ITEM 12. FINANCIAL STATEMENTS AND EXHIBITS
(b) The financial statements shall include the annual financial statements of the persons identified in Item 2(c) for the preceding five 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 persons last fiscal year, if such information is available. Such state- ments may be prepared on either an individual basis, or, unless the Commissioner otherwise requires, on consolidated basis if such 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 when ended, in conformity with generally accepted accounting principles or with requirements of insurance or other accounting principles pre- scribed 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 State- ment of such person filed with the insurance department of the persons 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.
(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 additionaldocuments or papers required by Form A or Regulation Sections 4 and 6.
ITEM 13. Signature and Certification
Signature and certification required as follows:
SIGNATURE
Pursuant to the requirements of Section 26-44-103 of the Act had caused this application to be duly signed on its behalf in the City of and State of on the day of , 19 .
(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 19 , 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 B INSURANCE HOLDING COMPANY SYSTEM ANNUAL REGISTRATION STATEMENT
Filed with the Insurance Department of the State of ____________________
BY
____________________________________________________________________ Name of Registrant
On Behalf of Following Insurance Companies
Name Address
_____________________________________________________________________________________
_____________________________________________________________________________________
_____________________________________________________________________________________
_____________________________________________________________________________________
Date: _________________________ , 19 __
Name, Title, Address and telephone number of Individual to Whom Notices and Correspondence Concerning This Statement Should Be Addressed:
_____________________________________________________________________________________
_____________________________________________________________________________________
_____________________________________________________________________________________
ITEM 1. IDENTITY AND CONTROL OF REGISTRANT
Furnish the exact name of each insurer registering or being registered (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.
ITEM 2. ORGANIZATIONAL CHART
Furnish a chart or listing clearly presenting the identities of and interrelationships among all affiliated persons within the insurance holding company system. No affiliate need be shown if its total assets are equal to less than ½ of 1% of the total assets of the ultimate controlling person 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 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.
ITEM 3. THE ULTIMATE CONTROLLING PERSON
As to the ultimate controlling person in the insurance holding company system furnish the following information:
(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.
ITEM 4. BIOGRAPHICAL INFORMATION
Furnish the following information for the directors and executive officers of the ultimate control- ling person: the individuals name and address, his or her principal occupation and all offices and positions held during the past five years, and any conviction of crimes other than minor traffic violations during the past ten years.
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:
(i) any pledge of the Registrants 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 26- 44-104(e) of the Act.
Sales, purchases, exchanges, loans or extensions of credit, investments or guarantees involving one-half of 1% or less of the Registrants admitted assets as of December 31 of the immediately preced- ing year shall not be deemed material.
The description shall be in a manner as to permit the proper evaluation thereof by the Commis- sioner, and shall include at least the following: the nature and purpose of the transaction, the nature and amounts of any payments or transfers of assets between the parties, the identity of all parties to such transaction, and relationship of the affiliated parties to the Registrant.
ITEM 6. LITIGATION OR ADMINISTRATIVE PROCEEDINGS
A brief description of any litigation or administrative proceedings of the following types, either then pending or concluded within the preceding fiscal year, to which the ultimate controlling person or any of its directors or executive officers was a party or of which the property of any such person is or was the subject; give the names of the parties and the court or agency in which such litigation or proceeding is or was pending:
(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 cor- porate reorganizations.
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 years annual registration statement are not part of a plan or series of like transactions, the purpose of which is to avoid statutory threshold amounts, notification requirements and the review that might otherwise occur.
ITEM 8. FINANCIAL STATEMENTS AND EXHIBITS
(b) The financial statements shall include the annual financial statements of the ultimate con- trolling person in the insurance holding company system as of the end of the persons 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 state- ments 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 the Commissioner otherwise permits, the annual financial statements shall be accompanied by the certificate of an independent public accountant to the effect that such statements present fairly the financial positions 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 such insurer filed with the insurance depart- ment of the insurers domiciliary State and are in accordance with requirements of insurance or other accounting principles prescribed or permitted under the law and regulations of such state.
(c) Exhibits shall include copies of the latest annual reports to shareholders of the ultimatecontrolling person and proxy material used by the ultimate controlling person; and any additional documents or papers required by Form B or Regulation Sections 4 and 6.
ITEM 9. FORM C REQUIRED
A Form C, Summary of Registration Statement, must be prepared and filed with this Form B.
ITEM 10. Signature and Certification
Signature and certification required as follows: SIGNATURE
Pursuant to the requirements of Section 26-44-104 of the Act, the Registrant has caused this annual registration statement to be duly signed on its behalf in the City of and State of on the day of , 19 .
(SEAL) ________________________________________________ Name of Registrant
BY _____________________________________________ (Name) (Title)
Attest:
_____________________________________ (Signature of Officer)
_____________________________________ (Title)
CERTIFICATION
The undersigned deposes and says that (s) he has duly executed the attached annual registration statement dated , 19 , for and on behalf of ; (Name of Company) 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 fact 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 REGISTRATION STATEMENT
Filed with the Insurance Department of the State of ____________________________
BY
___________________________________________________________________ Name of Registrant
On Behalf of Following Insurance Companies:
Name Address
____________________________________________________________________________________
____________________________________________________________________________________
____________________________________________________________________________________
____________________________________________________________________________________
____________________________________________________________________________________
Date: _________________________ , 19 __
Name, Title, Address and telephone number of Individual to Whom Notices and Correspondence Con- cerning This Statement Should Be Addressed:
____________________________________________________________________________________
____________________________________________________________________________________
____________________________________________________________________________________
Furnish a brief description of all items in the current annual registration statement which repre- sent changes from the prior years 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 percent 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 years annual registration statement has been changed, the nature of such change shall be included. If a transaction disclosed on the prior years 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 years annual registration statement are not part of a plan or series of like transactions whose purpose it is to avoid statutory threshold amounts, notification requirements and the review that might otherwise occur.
SIGNATURE AND CERTIFICATION
Signature and certification required as follows:
SIGNATURE
Pursuant to the requirements of Section 26-44-104 of the Act, the Registrant has caused this summary of registration statement to be duly signed on its behalf in the City of and State of _______________________ on the ____ day of _____________________, 19__ .
(SEAL) _________________________________________ Name of Registrant
BY __________________________________________ (Name) (Title)
Attest:
_________________________________________ (Signature of Officer)
_________________________________________ (Title) CERTIFICATION
The undersigned deposes and says that (s) he has duly executed the attached summary of registra- tion statement dated ____________________________________, 19__ , for and on behalf of _______ ____________________________________ ; that (s) he is the _________________________________ (Name of Company) (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 ______________________________________
By
________________________________________________________________ Name of Registrant
On Behalf of the Following Insurance Companies:
Name Address
____________________________________________________________________________________
____________________________________________________________________________________
____________________________________________________________________________________
____________________________________________________________________________________
Date: _________________________ , 19 __
Name, Title, Address and telephone number of Individual to Whom Notices and Correspondence Con- cerning This Statement Should Be Addressed:
____________________________________________________________________________________
____________________________________________________________________________________
____________________________________________________________________________________
Item 1. Identity of Parties to Transaction
Furnish the following information for each of the parties to the transaction:
(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.
Item 2. Description of the Transaction
Furnish the following information for each transaction for which notice is being given:
(c) The proposed effective date of the transaction.
Item 3. Sales, Purchases, Exchanges, Loans, Extensions of Credit, Guarantees or Investments
Furnish a brief description of the amount and source of funds, securities, property or other consideration for the sale, purchase, exchange, loan, extension of credit, guarantee, or investment, whether any provision exists for purchase by the insurer filing notice, by any party to the transaction, or by any affiliate of the insurer filing notice, a description of the terms of any securities being received, if any, and a description of any other agreements relating to the transaction such as contracts or agreements for services, consulting agreements and the like. If the transaction involves 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 insurers 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 insurers admitted assets or 25% of surplus as regards policyholders or, (b) in the case of life insurers, 3% of the insurers admitted assets, each as of December 31 of the immediately preceding year.
Item 4. Loans or Extensions of Credit to a Non-Affiliate
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 duns, securi- ties, 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 insurers 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 insurers admitted assets or 25% of surplus as regards policyholders or, with respect to life insurers, 3% of the insurers admitted assets, each as of December 31 of the immediately preceding year.
Item 5. Reinsurance
If the transaction is a reinsurance agreement or modification thereto, as described by Section 26- 44-105(b)(iii) 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 or more of the insurers affiliates. Furnish a brief description of the consider- ation involved in the transaction, and a brief statement as to the effect of the transaction upon the insurers surplus.
No notice need be given for reinsurance agreements or modifications thereto if the reinsurance premium or a change in the insurers liabilities in connection with the reinsurance agreement or modifi- cation thereto is less than 5% of the insurers surplus as regards policyholders, as of December 31 of the immediately preceding year.
Item 6. Management Agreements, Service Agreements and Cost-Sharing Arrangements
For management and service agreements, furnish:
(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:
(d) a brief description of the accounting basis to be used in calculating each partys costs under the agreement.
Item 7. Signature and Certification
Signature and certification required as follows:
SIGNATURE
Pursuant to the requirements of Section 26-44-105 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 __________________, 19 __ .
(SEAL) _______________________________________________ Name of Registrant
BY ____________________________________________ (Name) (Title)
Attest:
____________________________________________ (Signature of Officer)
____________________________________________ (Title) CERTIFICATION
The undersigned deposes and says that (s) he has duly executed the attached notice dated _______________________________________________________ , 19__ , for and on behalf of
______________________________________________________________________________; (Name of Company) ______________________________________________________________ ; 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) ______________________________________________________