CHAPTER
Ins 1500 INSURANCE HOLDING COMPANIES
Statutory
Authority: RSA 400‑A:15,
PART
Ins 1501 FILINGS
Ins 1501.01 Purpose. The purpose of this chapter is to set forth rules
and procedural requirements which the commissioner deems necessary to carry out
the provisions of the NAIC Insurance Holding Company System Regulatory Act, RSA
401-B, hereinafter referred to as "the Act". The information called for by this chapter is
hereby declared to be necessary and appropriate in the public interest and for
the protection of the policyholders in this state.
Source. #5652, eff 7-1-93; ss by #6985, eff 5-1-99,
EXPIRED: 5-1-07
New. #8910,
eff 7-1-07; ss by #10450, eff 1-1-14
Ins 1501.02 Definitions.
(a) "Executive officer" means chief
executive officer, chief operating officer, chief financial officer, treasurer,
secretary, controller, and any other individual performing functions
corresponding to those performed by the foregoing officers under whatever
title.
(b) "Ultimate controlling person" means
that person which is not controlled by any other person.
(c) Unless the context otherwise requires, other
terms found in these parts are used as defined in RSA 401‑B:1. Other nomenclature or terminology is
according to
Source. #5652, eff 7-1-93; ss by #6985, eff 5-1-99,
EXPIRED: 5-1-07
New. #8910, eff 7-1-07; ss by #10450, eff 1-1-14
Ins 1501.03 Forms
‑ General Requirements.
(a) Forms A, B, C, D, E and F are intended to be
guides in the preparation of the statements
required by RSA 401‑B:3, RSA 401‑B:3-a, RSA 401‑B:4
and RSA 401‑B:5. They are not
intended to be blank forms which are to be filled in. The statements filed shall contain the
numbers and captions of all items, but the text of the items may be omitted
provided the answers thereto are prepared in such a manner as to indicate
clearly the scope and coverage of the items.
All instructions, whether appearing under the items of the form or
elsewhere therein, are to be omitted.
Unless expressly provided otherwise, if any item is inapplicable or the
answer thereto is in the negative, an appropriate statement to that effect
shall be made.
(b) Six complete copies of the Form A, and one complete copy of each
other 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, State of New Hampshire, 21 South Fruit Street,
Suite 14, Concord, NH 03301, Attention:
Chief Examiner. At least one of
the copies shall be signed in the manner prescribed on the form. Unsigned
copies shall be conformed. If the
signature of any person is affixed pursuant to a power of attorney or other
similar authority, a copy of the power of attorney or other authority shall
also be filed with the statement.
(c) If an applicant requests a hearing on a
consolidated basis under RSA 401-B:3 VI(b), in addition to filing the Form A
with the commissioner, the applicant shall file a copy of Form A with the
National Association of Insurance Commissioners (NAIC) in electronic form.
(d) Statements should be prepared
electronically. Debits in credit
categories and credits in debit categories shall be designated so as to be
clearly distinguishable as such on photocopies.
Statements shall be in the English language and monetary values shall be
stated in
Source. #1900, eff 1-1-82; ss by #4287, eff 7-1-87;
ss by #5652, eff 7-1-93; ss by #6985, eff 5-1-99, EXPIRED: 5-1-07
New. #8910, eff 7-1-07; ss by #10450, eff 1-1-14
Ins 1501.04
Forms ‑ Incorporation by reference, Summaries and Omissions.
(a) Information required by any item of Form A, Form
B, Form D, Form E or Form F may be incorporated by reference in answer or
partial answer to any other item.
Information contained in any financial statement, annual report, proxy
statement, statement filed with a governmental authority, or any other document
may be incorporated by reference in answer or partial answer to any item of
Form A, Form B, Form D, Form E, or Form F provided the document is filed as an
exhibit to the statement. Excerpts of
documents may be filed as exhibits if the documents are extensive. Documents currently on file with the
commissioner which were filed within 3 years need not be attached as
exhibits. References to information
contained in exhibits or in documents already on file shall clearly identify
the material and shall specifically indicate that such material is to be
incorporated by reference in answer to the item. Matter shall not be incorporated by reference
in any case where the incorporation would render the statement incomplete,
unclear or confusing.
(b) Where an item requires a summary or outline
of the provisions of any document, only a brief statement shall be made as to
the pertinent provisions of the document.
In addition to the statement, the summary or outline may incorporate by
reference particular parts of any exhibit or document currently on file with
the commissioner which was filed within 3 years and may be qualified in its
entirety by such reference. In any case
where 2 or more documents required to be filed as exhibits are substantially identical in all material respects
except as to the parties thereto, the dates of execution, or other details, a
copy of only one of the documents shall be filed with a schedule identifying
the omitted documents and setting forth the material details in which the documents
differ from the documents, a copy of which is filed.
Source. #1900, eff 1-1-82; ss by #4287, eff 7-1-87;
ss by #5652, eff 7-1-93; ss by #6985, eff 5-1-99, EXPIRED: 5-1-07
New. #8910, eff 7-1-07; ss by #10450, eff 1-1-14
Ins 1501.05 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 may be filed with the commissioner a separate
document:
(a) Identifying the information, document or
report in question;
(b) Stating why the filing thereof at the time
required is impractical; and
(c) Requesting an extension of time for filing the
information, document or report to a specified date. The request for extension shall be deemed
granted unless the commissioner within 60 days after receipt thereof enters an
order denying the request.
Source. #1900, eff 1-1-82; ss by #4287, eff 7-1-87;
ss by #5652, eff 7-1-93; ss by #6985, eff 5-1-99, EXPIRED: 5-1-07
New. #8910, eff 7-1-07; ss by #10450, eff 1-1-14
Ins 1501.06
Forms ‑ Additional Information and Exhibits. In addition to the information expressly
required to be included in Form A, Form B, Form C, Form D, Form E and Form
F, the commissioner may request such
further material information, if any, as may be necessary to make the
information contained therein not misleading.
The person filing may also file such exhibits as he or she may desire in
addition to those expressly required by the statement. The exhibits shall be so marked as to
indicate clearly the subject matters to which they refer. Changes to Forms A, B, C, D, E or F shall
include on the top of the cover page the phrase: "Change No. (insert number) to" and
shall indicate the date of the change and not the date of the original filing.
Source. #1900, eff 1-1-82; ss by #4287, eff 7-1-87;
ss by #5652, eff 7-1-93; ss by #6985, eff 5-1-99, EXPIRED: 5-1-07
New. #8910,
eff 7-1-07; ss by #10450, eff 1-1-14
Ins 1501.07 Subsidiaries
of Domestic Insurers. The
authority to invest in subsidiaries under RSA 401-B:2 II is in addition to any
authority to invest in subsidiaries which may be contained in any other
provision of Title XXXVII.
Source. #1900, eff 1-1-82; ss by #4287, eff 7-1-87;
ss by #5652, eff 7-1-93; ss by #6985, eff 5-1-99, EXPIRED: 5-1-07
New. #8910, eff 7-1-07; ss by #10450, eff 1-1-14
Ins 1501.08 Acquisition
of Control ‑ Statement Filing. A person required to file a statement
pursuant to RSA 401‑B:3 shall furnish the required information on Form A,
hereby made a part of this rule. Such
person shall also furnish the required information on Form E, hereby made a
part of this rule and described in Ins 1501.11.
Source. #1900, eff 1-1-82; ss by #4287, eff 7-1-87;
ss by #5652, eff 7-1-93; ss by #6985, eff 5-1-99, EXPIRED: 5-1-07
New. #8910, eff 7-1-07; ss by #10450, eff 1-1-14
Ins 1501.09 Amendments to Form A. The applicant shall promptly advise the
commissioner of any changes in the information furnished on Form A arising
subsequent to the date upon which the information was furnished but prior to
the commissioner's disposition of the application.
Source. #1900, eff 1-1-82; ss by #4287, eff 7-1-87;
ss by #5652, eff 7-1-93; ss by #6985, eff 5-1-99, EXPIRED: 5-1-07
New. #8910, eff 7-1-07; ss by #10450, eff 1-1-14
Ins 1501.10
Acquisition of Persons Controlling a Domestic Insurer.
(a)
If the person being acquired is deemed to be a "domestic
insurer" solely because of the provisions of RSA 401-B:3 I (d), the name
of the domestic insurer on the cover page should be indicated as follows:
“
”, a subsidiary of
(Insert
name of insurance company)
“ ”
(Insert
name of corporation)
(b) Where
a RSA 401-B:3 I (d) insurer is being
acquired, references to "the insurer" contained in Form A shall refer
to both the domestic subsidiary insurer and the person being acquired.
Source. #1900, eff 1-1-82; ss by #4287, eff 7-1-87;
ss by #5652, eff 7-1-93; ss by #6985, eff 5-1-99, EXPIRED: 5-1-07
New. #8910, eff 7-1-07, eff 7-1-07; ss by #10450,
eff 1-1-14
Ins 1501.11 Pre-Acquisition Notification.
(a) If a domestic insurer, including any person
controlling a domestic insurer, is proposing a merger or acquisition pursuant to
RSA 401-B:3 I, that person shall file a pre-acquisition notification form, Form
E, which was developed pursuant to RSA 401-B:3-a III (a).
(b) Additionally, if a non-domiciliary insurer
licensed to do business in this state is proposing a merger or acquisition
pursuant to RSA 401-B:3-a, that person shall file a pre-acquisition
notification form, Form E. No
pre-acquisition notification form need be filed if the acquisition is beyond
the scope of RSA 401-B:3-a as set forth in RSA 401-B:3-a II (b).
(c) In addition to the information required by
Form E, the commissioner may wish to require an expert opinion as to the
competitive impact of the proposed acquisition.
Source. #1900, eff 1-1-82; ss by #4287, eff 7-1-87;
ss by #5652, eff 7-1-93; ss by #6985, eff 5-1-99, EXPIRED: 5-1-07
New. #8910, eff 7-1-07; ss by #10450, eff 1-1-14
Ins 1501.12 Annual
Registration of Insurers ‑ Statement Filing.
An
insurer required to file an annual registration statement pursuant to RSA 401‑B:4,
shall furnish the required information on Form B, hereby made a part of these
rules.
Source. #1900, eff 1-1-82; ss by #4287, eff 7-1-87;
ss by #5652, eff 7-1-93; ss by #6985, eff 5-1-99, EXPIRED: 5-1-07
New. #8910,
eff 7-1-07; ss by #10450, eff 1-1-14
Ins
1501.13 Summary of Registration ‑ Statement Filing. An insurer required to file an annual
registration statement pursuant to RSA 401-B:4 is also required to furnish
information required on Form C, hereby made a part of these rules.
Source. #1900, eff 1-1-82; ss by #4287, eff 7-1-87; ss
by #5652, eff 7-1-93; ss by #6985, eff 5-1-99, EXPIRED: 5-1-07
New. #8910,
eff 7-1-07; ss by #10450, eff 1-1-14
Ins 1501.14 Amendments to Form B.
(a) An amendment to Form B shall be filed within
15 days after the end of any month in which there is a material change to the
information provided in the annual registration statement.
(b) Amendments shall be filed in the Form B
format with only those items which are being amended reported. Each amendment shall include at the top of
the cover page "Amendment No. (insert number) to Form B for (insert
year)" and shall indicate the date of the change and not the date of the
original filings.
Source. #1900, eff 1-1-82; ss by #4287, eff 7-1-87;
ss by #5652, eff 7-1-93; ss by #6985, eff 5-1-99, EXPIRED: 5-1-07
New. #8910,
eff 7-1-07; ss by #10450, eff 1-1-14
Ins
1501.15 Alternative and Consolidated
Registrations.
(a) Any authorized insurer may file a registration
statement on behalf of any affiliated insurer or insurers which are required to
register under RSA 401-B:4. A
registration statement may include information not required by the Act
regarding any insurer in the insurance holding company system even if the
insurer is not authorized to do business in this state. In lieu of filing a registration statement on
Form B, the authorized insurer may file a copy of the registration statement or
similar report which it is required to file in its state of domicile, provided:
(1) The statement or report contains
substantially similar information required to be furnished on Form B; and
(2) The filing insurer is the principal insurance
company in the insurance holding company system.
(b) The question of whether the filing insurer is
the principal insurance company in the insurance holding company system is a
question of fact and an insurer filing a registration statement or report in
lieu of Form B on behalf of an affiliated insurer, shall set forth a brief
statement of facts which will substantiate the filing insurer's claim that it,
in fact, is the principal insurer in the insurance holding company system.
(c) With the prior approval of the commissioner,
an authorized insurer may follow any of the procedures which could be done by
an authorized insurer under Ins 1501.15(a).
(d) Any insurer may take advantage of the
provisions of RSA 401‑B:4, VIII and IX without obtaining the prior
approval of the commissioner. The
commissioner, however, reserves the right to require individual filings if he
or she deems such filings necessary in the interest of clarity, ease of
administration or the public good.
Source. #1900, eff 1-1-82; ss by #4287, eff 7-1-87;
ss by #5652, eff 7-1-93; ss by #6985, eff 5-1-99, EXPIRED: 5-1-07
New. #8910,
eff 7-1-07; ss by #10450, eff 1-1-14
Ins 1501.16 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, hereinafter referred to as the
"subject", shall contain the following information:
(1) The number of authorized, issued and
outstanding voting securities of the subject;
(2) With respect to the person whose control is
denied and all affiliates of such person, the number and percentage of shares
of the subject's voting securities which are held of record or known to be
beneficially owned, and the number of such shares concerning which there is a
right to acquire, directly or indirectly;
(3) All material relationships and bases for
affiliation between the subject and the person whose control is denied and all
affiliates of such person;
(4) A statement explaining why the person should
not be considered to control the subject.
(b) A request
for termination of registration shall be deemed to have been granted unless the
commissioner, within 30 days after receipt of the request, notifies the
registrant otherwise.
Source. #1900, eff 1-1-82; ss by #4287, eff 7-1-87;
ss by #5652, eff 7-1-93; ss by #6985, eff 5-1-99, EXPIRED: 5-1-07
New. #8910,
eff 7-1-07; ss by #10450, eff 1-1-14; ss by#10450, eff 1-1-14
Ins 1501.17 Transactions
Subject to Prior Notice ‑ Notice Filing.
(a) An
insurer required to give notice of a proposed transaction pursuant to RSA 401‑B:5
shall furnish the required information on Form D, hereby made a part of these
rules.
(b) Agreements for cost sharing services and
management services shall at a minimum and as applicable:
(1) Identify the person providing services and
the nature of such services;
(2) Set forth the methods to allocate costs;
(3) Require timely settlement, not less
frequently than on a quarterly basis, and compliance with the requirements in
the NAIC Accounting Practices and
Procedures Manual;
(4) Prohibit advancement of funds by the insurer
to the affiliate except to pay for services defined in the agreement;
(5) State that the insurer will maintain
oversight for functions provided to the insurer by the affiliate and that the
insurer will monitor services annually for quality assurance;
(6) Define books and records of the insurer to
include all books and records developed or maintained under or related to the
agreement;
(7) Specify that all books and records of the
insurer are and remain the property of the insurer and are subject to control
of the insurer;
(8) State that all funds and invested assets of
the insurer are the exclusive property of the insurer, held for the benefit of
the insurer and are subject to the control of the insurer;
(9) Include standards for termination of the
agreement with and without cause;
(10) Include provisions for indemnification of the
insurer in the event of gross negligence or willful misconduct on the part of
the affiliate providing the services;
(11) Specify that, if the insurer is placed in
receivership or seized by the commissioner under RSA 402-C:
a.
All of the rights of the insurer under the agreement extend to the receiver or
commissioner; and,
b. All books and records will immediately be
made available to the receiver or the commissioner, and shall be turned over to
the receiver or commissioner immediately upon the receiver or the
commissioner’s request;
(12) Specify that the affiliate has no automatic
right to terminate the agreement if the insurer is placed in receivership
pursuant to RSA 402-C; and
(13) Specify that the affiliate will continue to
maintain any systems, programs, or other infrastructure notwithstanding a
seizure by the commissioner under RSA 402-C, and will make them available to
the receiver, for so long as the affiliate continues to receive timely payment
for services rendered.
Source. #1900, eff 1-1-82; ss by #4287, eff 7-1-87; ss
by #5652, eff 7-1-93; ss by #6985, eff 5-1-99, EXPIRED: 5-1-07
New. #8910,
eff 7-1-07; ss by#10450, eff 1-1-14
Ins 1501.18
Source. #1900, eff 1-1-82; ss by #4287, eff 7-1-87;
ss by #5652, eff 7-1-93; ss by #6985, eff 5-1-99, EXPIRED: 5-1-07
New. #8910,
eff 7-1-07; ss by#10450, eff 1-1-14
Ins
1501.19 Extraordinary Dividends and
Other Distributions.
(a) Requests for approval of extraordinary
dividends or any other extraordinary distribution to shareholders
shall include the following:
(1) The amount of the proposed dividend;
(2) The date established for payment of the
dividend;
(3) A statement as to whether the dividend or
distribution is to be in cash or other property and, if in property:
a. A description thereof;
b. Its cost; and
c. Its fair market value together with an
explanation of the basis for valuation;
(4) 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 insurer's 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;
b. Surplus as regards policyholders (total
capital and surplus) as of the 31st day of December next preceding;
c. If the insurer is a life insurer, the net
gain from operations for the 12 month period ending the 31st day of
December next preceding;
d. If the insurer is not a life insurer, the net
income less realized capital gains for the 12 month period ending the 31st
day of December next preceding and the 2 preceding 12 month periods; and
e. If the insurer is not a life insurer, the
dividends paid to stockholders excluding distributions of the insurer’s own
securities in the preceding 2 calendar years.
(5) A balance sheet and statement of income for
the period intervening from the last annual statement filed with the
commissioner and the end of the month preceding the month in which the request
for dividend approval is submitted; and
(6) A brief statement as to the effect of the
proposed dividend upon the insurer's surplus and the reasonableness of
surplus in relation to the insurer's outstanding liabilities and the adequacy
of surplus relative to the insurer's financial needs.
(b)
Subject to RSA 401-B:5 II, each registered insurer shall report
to the commissioner all dividend and other distributions to shareholders within 15 business days following
the declaration thereof, including the same information required by Ins 1501.19
(a)(4).
Source. #5652, eff 7-1-93; ss by #6985, eff 5-1-99,
EXPIRED: 5-1-07
New. #8910,
eff 7-1-07; ss by #10450, eff 1-1-14 (from Ins 1501.18)
Ins 1501.20 Adequacy of Surplus.
The factors set forth in RSA
401-B:5 IV are not intended to be an exhaustive list. In determining the adequacy and
reasonableness of an insurer's surplus no single factor is necessarily
controlling. The commissioner instead
will consider the net effect of all of these factors plus other factors bearing
on the financial condition of the insurer.
In comparing the surplus maintained by other insurers, the commissioner
will consider the extent to which each of these factors varies from company to
company and in determining the quality and liquidity of investments in
subsidiaries, the commissioner will consider the individual subsidiary and may
discount or disallow its valuation to the extent that the individual
investments so warrant.
Source. #10450, eff 1-1-14 (from Ins 1501.19)
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 the State of
Dated: , 20___
Name,
Title, Address and Telephone Number of Individual to Whom Notices and
Correspondence Concerning this Statement Should be Addressed:
____________________________________________________________________________
____________________________________________________________________________
____________________________________________________________________________
____________________________________________________________________________
ITEM
1. 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
(a) State the
name and address of the applicant seeking to acquire control over the insurer.
(b) If the applicant is not an individual, state
the nature of its business operations for the past 5 years or for such lesser
period as such person and any predecessors thereof shall have been in
existence. Briefly describe the business
intended to be done by the applicant and the applicant's subsidiaries.
(c) Furnish a
chart or listing clearly presenting the identities of the interrelationships
among the applicant and all affiliates of the applicant. Indicate in such chart
or listing the percentage of voting securities of each such person which is
owned or controlled by the applicant or by any other such person. If control of any person is maintained other
than by the ownership or control of voting securities, indicate the basis of
such control. As to each person
specified in such chart or listing indicate the type of organization (e.g.
corporation, trust, partnership) and the state or other jurisdiction of
domicile. If court proceedings involving
a reorganization or liquidation are pending with respect to any such person,
indicate which person, and set forth the title of the court, nature of
proceedings and the date when commenced.
ITEM 3. IDENTITY
AND BACKGROUND OF INDIVIDUALS ASSOCIATED WITH THE APPLICANT
On
the biographical affidavit, include a third party background check, and state the following with respect to (1) the applicant if (s)he is an
individual or (2) all persons who are directors, executive officers or owners
of 10 percent or more of the voting securities of the applicant if the
applicant is not an individual.
(a) Name and business address;
(b) Present principal business activity,
occupation or employment including position and office held and the name,
principal business and address of any corporation or other organization in
which such employment is carried on;
(c) Material
occupations, positions, offices or employment during the last 5 years, giving
the starting and ending dates of each and the name, principal business and
address of any business corporation or other organization in which each such
occupation, position, office or employment was carried on; if any such
occupation, position, office or employment required licensing by or
registration with any federal, state or municipal governmental agency, indicate
such fact, the current status of such licensing or registration, and an
explanation of any surrender, revocation, suspension or disciplinary
proceedings in connection therewith.
(d) Whether or not such person has ever been
convicted in a criminal proceeding (excluding minor traffic violations) during
the last 10 years and, if so, give the date, nature of conviction, name and
location of court, and penalty imposed or other disposition of the case.
ITEM 4. NATURE,
SOURCE AND AMOUNT OF CONSIDERATION
(a) Describe
the nature, source and amount of funds or other considerations used or to be
used in effecting the merger or other acquisition of control. If any part of the same is represented or is
to be represented by funds or other consideration borrowed or otherwise
obtained for the purpose[s] of acquiring, holding or trading securities,
furnish a description of the transaction, the names of the parties thereto, the
relationship, if any, between the borrower and the lender, the amounts borrowed
or to be borrowed, and copies of all agreements, promissory notes and security
arrangements relating thereto.
(b) Explain the criteria used in determining the
nature and amount of such consideration.
(c) If the source of the consideration is a loan
made in the lender's ordinary course of business and if the applicant wishes
the identity of the lender to remain confidential, he must specifically request
that the identity be kept confidential.
ITEM 5. FUTURE
PLANS OF INSURER
Describe any plans or proposals which the applicant
may have to declare an extraordinary dividend, to liquidate the insurer, to
sell its assets to or merge it with any person or persons or to make any other
material change in its business operations or corporate structure or
management.
ITEM 6. VOTING
SECURITIES TO BE ACQUIRED
State the number of shares of the insurer's voting
securities which the applicant, its affiliates and any person listed in Item 3
plan to acquire, and the terms of the offer, request, invitation, agreement or
acquisition, and a statement as to the method by which the fairness of the
proposal was arrived at.
ITEM 7. OWNERSHIP
OF VOTING SECURITIES
State the amount of each class of any voting
security of the insurer which is beneficially owned or concerning which there
is a right to acquire beneficial ownership by the applicant, its affiliates or
any person listed in Item 3.
ITEM 8. CONTRACTS,
ARRANGEMENTS, OR UNDERSTANDINGS WITH RESPECT TO VOTING SECURITIES OF THE
INSURER
Give a full description of any contracts,
arrangements or understandings with respect to any voting security of the
insurer in which the applicant, its affiliates or any person listed in Item 3
is involved, including but not limited to transfer of any of the securities,
joint ventures, loan or option arrangements, puts or calls, guarantees of
loans, guarantees against loss or guarantees of profits, division of losses or
profits, or the giving or withholding of proxies. Such description shall identify the persons
with whom the contracts, arrangements or understandings have been entered into.
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 the description the dates of
purchase, the names of the purchasers, and the consideration paid or agreed to
be paid therefor. State whether any
shares so purchased are hypothecated.
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
(a) Financial
statements, exhibits and 3-year financial projections of the insurer(s) shall
be attached to this statement as an appendix, but list under this item the
financial statements and exhibits so attached.
(b) The financial statements shall include the
annual financial statements of the persons identified in Item 2(c) for the
preceding 5 fiscal years (or for such lesser period as such applicant and its
affiliates and any predecessors thereof shall have been in existence), and
similar information covering the period from the end of such person's last
fiscal year, if the information is available.
The statements may be prepared on either an individual basis, or, unless
the commissioner otherwise requires, on a consolidated basis if consolidated
statements are prepared in the usual course of business.
(c) The
annual financial statements of the applicant shall be accompanied by the
certificate of an independent public accountant to the effect that such
statements present fairly the financial position of the applicant and the
results of its operations for the year then ended, in conformity with generally
accepted accounting principles or with requirements of insurance or other
accounting principles prescribed or permitted under law. If the applicant is an insurer which is
actively engaged in the business of insurance, the financial statements need
not be certified, provided they are based on the annual statement of the person
filed with the insurance department of the person's domiciliary state and are
in accordance with the requirements of insurance or other accounting principles
prescribed or permitted under the law and rules of the state.
(d) 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 2
fiscal years, and any additional documents or papers required by Form A or rule
Ins 1501.03 and Ins 1501.05.
ITEM
13. AGREEMENT REQUIREMENTS FOR
Applicant agrees to provide, to the best of its knowledge and belief, the
information required by Form F within 15 days after the end of the month in
which the acquisition of control occurs.
ITEM 14. SIGNATURE
AND CERTIFICATION
Signature and certification required as follows:
SIGNATURE
Pursuant
to the requirements of RSA 401-B:3 __________________has caused this
application to be duly signed on its behalf in the City of
___________________and State of ___________________ on the _______day of
______________, 20_______.
(SEAL) ___________________________________________
Name of
Applicant
BY _______________________________________________
(Name)(Title)
Attest:
___________________________
(Signature of Officer)
___________________________
(Title)
CERTIFICATION
The
undersigned deposes and says that (s)he has duly executed the attached
application dated ________________, 20 _______, for and on behalf of
____________________ (Name of Applicant); that (s)he is the
_____________________(Title of Officer) of such company and that (s)he is
authorized to execute and file such instrument.
Deponent further says that (s)he is familiar with the instrument and the
contents thereof, and that the facts therein set forth are true to the best of
his/her knowledge, information and belief.
(Signature)
___________________________________________
(Type or print name beneath)
_____________________________
Form
B
INSURANCE
HOLDING COMPANY SYSTEM
ANNUAL
REGISTRATION STATEMENT
Filed
with the Insurance Department of the State of
BY
________________________________________
Name
of Registrant
On
Behalf of the Following Insurance Companies
Name Address
____________________________________________________
____________________________________________________
____________________________________________________
____________________________________________________
Date:__________________,
20____
Name,
Title, Address and Telephone Number of Individual to Whom Notices and
Correspondence Concerning This Statement Should Be Addressed:
_________________________________________
_________________________________________
_________________________________________
_________________________________________
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. The chart or listing should show the
percentage of each class of voting securities of each affiliate which is owned,
directly or indirectly, by another affiliate.
If control of any person within the system is maintained other than by
the ownership or control of voting securities, indicate the basis of
control. As to each person specified in
the chart or listing indicate the type of organization (e.g., - corporation,
trust, partnership) and the state or other jurisdiction of domicile.
ITEM
3.
THE ULTIMATE CONTROLLING PERSON
As to the ultimate
controlling person in the insurance holding company system furnish the
following information:
(a)
Name;
(b)
Home office address;
(c)
Principal executive office address;
(d)
The organizational structure of the person, i.e., corporation,
partnership, individual, trust, etc.;
(e)
The principal business of the person;
(f) The name and address of any person who holds
or owns 10 percent or more of any class of voting security, the class of such
security, the number of shares held of record or known to be beneficially
owned, and the percentage of class so held or owned; and
(g)
If court proceedings involving a reorganization or liquidation are
pending, indicate the title and location of the court, the nature of
proceedings and the date when commenced.
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: the individual's
name and address, his or her principal occupation and all offices and positions
held during the past 5 years, and any conviction of crimes other than minor
traffic violations. If the ultimate
controlling person is an individual, furnish the individual’s name and address,
his or her principal occupation and all offices and positions held during the
past 5 years, and any convictions of crimes other than minor traffic
violations.
ITEM
5.
TRANSACTIONS AND AGREEMENTS
Briefly describe the
following statements in force, and transactions currently outstanding or which
have occurred during the last calendar year between the registrant and its
affiliates:
(a)
Loans, other investments, or purchases, sales or exchanges of securities
of the affiliates by the registrant or of the registrant by its affiliates;
(b)
Purchases, sales or exchanges of assets;
(c)
Transactions not in the ordinary course of business;
(d)
Guarantees or undertakings for the benefit of an affiliate which result
in an actual contingent exposure of the registrant's assets to liability, other
than insurance contracts entered into in the ordinary course of the
registrant's business;
(e) All management agreements, service contracts
and all cost-sharing arrangements;
(f)
Reinsurance agreements;
(g)
Dividends and other distributions to shareholders;
(h)
Consolidated tax allocation agreements; and
(i)
Any pledge of the registrant's stock and/or of the stock of any
subsidiary or controlling affiliate, for a loan made to any member of the
insurance holding company system.
No information need be disclosed if such
information is not material for purposes of RSA 401-B:4.
Sales, purchases, exchanges, loans or extensions
of credit, investments or guarantees involving one-half of one percent or less
of the registrant's admitted assets as of the 31st day of December next
preceding shall not be deemed material.
The description shall
be in a manner as to permit the proper evaluation thereof by the Commissioner,
and shall include at least the following:
the nature and purpose of the transaction, the nature and amounts of any
payments or transfers of assets between the parties, the identify of all
parties to the 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 first preceding fiscal year, to which the ultimate
controlling person or any of its directors or executive officers was a party or
of which the property of any such person is or was the subject; give the names
of the parties and the court or agency in which the litigation or proceeding is
or was pending:
(a)
Criminal prosecutions or administrative proceedings by any government
agency or authority which may be relevant to the trustworthiness of any party
thereto; and
(b)
Proceedings which may have a material effect upon the solvency or
capital structure of the ultimate holding company including, but not
necessarily limited to, bankruptcy, receivership or other corporate
reorganizations.
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 services
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
(a) Financial statements and exhibits should be
attached to this statement as an appendix, but list under this item the
financial statements and exhibits so attached.
(b)
If the ultimate controlling person is a corporation, an organization, a
limited liability company, or other legal entity, the financial statements
shall include the annual financial statements of the ultimate controlling
person in the insurance holding company system as of the end of the person's
latest fiscal year.
If at the time of the
initial registration, the annual financial statements for the latest fiscal
year are not available, annual statements for the previous fiscal year may be
filed and similar financial information shall be filed for any subsequent
period to the extent such information is available. Such financial statements may be prepared on
either an individual basis; or, unless the commissioner otherwise requires, on
a consolidated basis if consolidated statements are prepared in the usual
course of business.
Other
than with respect to the foregoing, such financial statement shall be filed in
a standard form and format adopted by the National Association of Insurance Commissioners,
unless an alternative form is accepted by the commissioner. Documentation and financial statements filed
with the Securities and Exchange Commissioner or audited GAAP financial
statements shall be deemed to be an appropriate form and format.
Unless the commissioner otherwise
permits, the annual financial statements shall be accompanied by the
certificate of an independent public accountant to the effect that the
statements present fairly the financial position of the ultimate controlling person
and the results of its operations for the year then ended, in conformity with
generally accepted accounting principles or with requirements of insurance or
other accounting principles prescribed or permitted under law. If the ultimate controlling person is an
insurer which is actively engaged in the business of insurance, the annual
financial statements need not be certified, provided they are based on the
annual statement of the insurer's domiciliary state and are in accordance with
requirements of insurance or other accounting principles prescribed or
permitted under the law and rules of that state.
Any
ultimate controlling person who is an individual may file personal financial statements
that are reviewed rather than audited by an independent public accountant. The review shall be conducted in accordance
with standards for review of personal financial statements published in the Personal Financial Statements Guide by
the American Institute of Certified Public Accountants. Personal financial statements shall be
accompanied by the independent public accountant’s Standard Review Report
stating that the accountant is not aware of any material modifications that
should be made to the financial statements in order for the statements to be in
conformity with generally accepted accounting principles.
(c) Exhibits shall include copies of the latest
annual reports to shareholders of the ultimate controlling person and proxy
material used by the ultimate controlling person; and any additional documents
or papers required by Form B or Ins 1501.03 and Ins 1501.05.
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 RSA
401-B:4, 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 ___________, 20_____.
(SEAL)
_______________________________
Name
of Applicant
BY
___________________________________
(Name)(Title)
Attest:
______________________________________
(Signature
of Officer)
______________________________
(Title)
CERTIFICATION
The undersigned deposes and says that
(s)he has duly executed the attached annual registration statement dated
___________, 20___, for and on behalf of ___________________(Name of
Applicant); that (s)he is the _______________________(Title of Officer) of such
company and that (s)he is authorized to execute and file such instrument. Deponent further says that (s)he is familiar
with such instrument and the contents thereof, and that the facts therein set
forth are true to the best of his/her knowledge, information and belief.
(Signature)
______________________________________
(Type
or print name beneath) ________________________________
Form
C
SUMMARY
OF CHANGES TO REGISTRATION STATEMENT
Filed
with the Insurance Department of the State of
BY
_____________________________________________
of __________________
Name
of Registrant
On
Behalf of the Following Insurance Companies
Name
Address
_________________________________________
_________________________________________
_________________________________________
Date: 20
Name,
Title, Address and Telephone Number of Individual to Whom Notices and
Correspondence Concerning This Statement Should Be Addressed:
_________________________________________________
_________________________________________________
_________________________________________________
_________________________________________________
Furnish a brief description of all items
in the current annual registration statement which represent changes from the
prior year's annual registration statement.
The description shall be in a manner as to permit the proper evaluation
thereof by the commissioner, and shall include specific references to item
numbers in the annual registration statement and to the terms contained
therein.
Changes occurring under Item 2 of Form B
insofar as changes in the percentage of each class of voting securities held by
each affiliate is concerned, need only be included where such changes are ones
which result in ownership or holdings of 10 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 year's annual registration statement has been changed,
the nature of such change shall be included.
If a transaction disclosed on the prior year's annual registration
statement has been effectuated, furnish the mode of completion and any flow of funds
between affiliates resulting from the transaction.
The insurer shall furnish a statement
that transactions entered into since the filing of the prior year's annual
registration statement are not part of a plan or series of like transactions
whose purpose it is to avoid statutory threshold amounts and the review that
might otherwise occur.
SIGNATURE
AND CERTIFICATION
Signature and certification required as
follows:
Pursuant to the
requirements of RSA 401-B:4, 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 ____________, 20_____.
(SEAL)
___________________________________
Name of Applicant
BY
_______________________________________
(Name)(Title)
Attest:
___________________________
(Signature
of Officer)
___________________________
(Title)
CERTIFICATION
The undersigned deposes and says that (s)he
has duly executed the attached annual registration statement dated
___________________, 20____, for and on behalf of ____________________(Name of
Applicant); that (s)he is the _______________________(Title of Officer) of such
company and that (s)he is authorized to execute and file such instrument. Deponent further says that (s)he is familiar
with such instrument and the contents thereof, and that the facts therein set
forth are true to the best of his/her knowledge, information and belief.
(Signature)
___________________________________
(Type
or print name beneath)______________________________
Form
D
PRIOR
NOTICE OF A TRANSACTION
Filed
with the Insurance Department of the State of
BY
_______________________________________________
Name
of Registrant
On
Behalf of the Following Insurance Companies
Name Address
____________________________________________
____________________________________________
____________________________________________
____________________________________________
Date: 20___
Name,
Title, Address and Telephone Number of Individual to Whom Notices and
Correspondence Concerning This Statement Should Be Addressed:
______________________________________________
______________________________________________
______________________________________________
______________________________________________
ITEM
1.
IDENTITY OF PARTIES TO TRANSACTION
Furnish the following
information for each of the parties to the transaction:
(a)
Name;
(b)
Home office address;
(c)
Principal executive office address;
(d) The organizational structure, i.e.
corporation, partnership, individual, trust, etc.;
(e)
A description of the nature of the parties' business operations;
(f)
Relationship, if any, of other parties to the transaction to the insurer
filing the notice, including any ownership or debtor/creditor interest by any
other parties to the transaction in the insurer seeking approval, or by the
insurer filing the notice in the affiliated
parties;
(g)
Where the transaction is with a non-affiliate, the name(s) of the
affiliate(s) which will receive, in whole or in substantial part, the proceeds of
the transaction.
ITEM
2.
DESCRIPTION OF THE TRANSACTION
Furnish the following
information for each transaction for which notice is being given:
(a)
A statement as to whether notice is being given under RSA 401-B:5 I (b)
(1), (2), (3), (4) and (5);
(b)
A statement of the nature of the transaction;
(c) A statement of how the transaction meets the
‘fair and reasonable’ standard of RSA 401-B:5
(d)
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
insurer's surplus.
No notice need be given if the maximum
amount which can at any time be outstanding or for which the insurer can be
legally obligated under the loan, extension of credit or guarantee is less than
(a) in the case of non-life insurers, the lesser of 3 percent of the insurer's
admitted assets or 25 percent of surplus as regards policyholders, or (b) in
the case of life insurers, 3 percent of the insurer's admitted assets, each as
of the 31st day of December next preceding.
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 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 costs and its fair market value together with an explanation
of the basis for evaluation. Furnish a
brief statement as to the effect of the transaction upon the insurer's surplus.
No notice need be given if the loan or
extension of credit is one which equals less than, in the case of non-life
insurers, the lesser of 3 percent of the insurer's admitted assets or 25
percent of surplus as regards policyholders or, with respect to life insurers,
3 percent of the insurer's admitted assets, each as of the 31st day of December
next preceding.
ITEM
5.
REINSURANCE
If the transaction is
a reinsurance agreement or modification thereto, as described by RSA 401-B:5 I (b)(3),
or a reinsurance pooling agreement or modification thereto as described in RSA
401-B:5 I(b)(3), furnish a description of the known and/or estimated amount of
liability to be ceded and/or assumed in each calendar year, the period of time
during which the agreement will be in effect, and a statement whether an
agreement or understanding exists between the insurer and non-affiliate to the
effect that any portion of the assets constituting the consideration for the
agreement will be transferred to one or more of the insurer's affiliates. Furnish a brief description of the
consideration involved in the transaction, and a brief statement as to the
effect of the transaction upon the insurer's surplus.
No notice need be given for reinsurance
agreements or modifications thereto if the reinsurance premium or a change in
the insurer's liabilities, or the projected reinsurance premium or change in
the insurer’s liabilities in any of the next 3 years, in connection with the
reinsurance agreement or modification thereto is less than 5 percent 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 include modifications thereto.
ITEM
6.
MANAGEMENT AGREEMENTS, SERVICE AGREEMENTS AND COST-SHARING
ARRANGEMENTS
For management and
services agreements, furnish:
(a)
A brief description of the managerial responsibilities, or services to
be performed;
(b)
A brief description of the agreement, including a statement of its
duration, together with brief descriptions of the basis for compensation and
the terms under which payment or compensation is to be made.
For cost-sharing arrangements, furnish:
(a) A brief description of the purpose of the
agreement;
(b) A description of the period of time during
which the agreement is to be in effect;
(c)
A brief description of each party's expenses or costs covered by the
agreement;
(d)
A brief description of the accounting basis to be used in calculating
each party's costs under the agreement.
(e) A brief statement as to the effect of the
transaction upon the insurer’s policyholder surplus;
(f) A statement regarding the cost allocation
methods that specifies whether proposed charges are based on “cost or market.” If market based, rationale for using market
instead of cost, including justification for the company’s determination that
amounts are fair and reasonable; and
(g) A statement regarding compliance with the NAIC Accounting Practices and Procedure Manual
regarding expense allocation.
ITEM
7.
SIGNATURE AND CERTIFICATION
Signature and
certification required as follows:
SIGNATURE
Pursuant to the requirements of RSA
401-B:5, _________________has caused this application to be duly signed on its behalf
in the city of ___________________________ and state of
____________________________on the _____day of ___________________,
20_________.
(SEAL)
___________________________________
Name
of Applicant
BY
_______________________________________
(Name)(Title)
Attest:
____________________________
(Signature
of Officer)
____________________________
(Title)
CERTIFICATION
The undersigned deposes and says that (s)he
has duly executed the attached application dated _______________, 20 ______,
for and on behalf of ________________________(Name of Applicant); that (s)he is
the ________________________(Title of Officer) of such company and that (s)he
is authorized to execute and file such instrument. Deponent further says that (s)he is familiar
with such instrument and the contents thereof, and that the facts therein set
forth are true to the best of his/her knowledge, information and belief.
(Signature)
___________________________________
(Type
or print name beneath) ______________________________
Form
E
PRE-ACQUISITION
NOTIFICATION FORM
REGARDING
THE POTENTIAL COMPETITIVE IMPACT
OF
A PROPOSED MERGER OR ACQUISITION BY A
NON-DOMICILIARY
INSURER DOING BUSINESS IN THIS STATE
OR
BY A DOMESTIC INSURER
________________________________________________________
Name
of Applicant
_________________________________________________________
Name of Other Person
Involved in Merger or Acquisition
Filed
with the Insurance Department of the State of
Dated: ______________________, 20 ____________
Name,
title, address and telephone number of person completing this statement:
____________________________________________
____________________________________________
____________________________________________
____________________________________________
ITEM 1. NAME
AND ADDRESS
State the names and addresses of the persons who
hereby provide notice of their involvement in a pending acquisition or change
in corporate control.
ITEM 2.
NAME AND ADDRESSES OF AFFILIATED COMPANIES
State the names and addresses of the persons
affiliated with those listed in Item 1.
Describe their affiliations.
ITEM 3. NATURE
AND PURPOSE OF THE PROPOSED MERGER OR ACQUISITION
State the nature and purpose of the proposed merger
or acquisition.
ITEM 4. NATURE
OF BUSINESS
State the nature of the business performed by each
of the persons identified in response to Item 1 and Item 2.
ITEM 5. MARKET AND MARKET SHARE
State specifically what market and market share in
each relevant insurance market the persons identified in Item 1 and Item 2
currently enjoy in this state. Provide historical
market and market share data for each person identified in Item 1 and Item 2
for the past 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 RSA 401-B:3-a IV. If the proposed acquisition or merger would
violate competitive standards, provide justification of why the acquisition or
merger would not substantially lessen competition or create a monopoly in the
state.
For
purposes of this question, market means direct written insurance premium in
this state for a line of business as contained in the annual statement required
to be filed by insurers licensed to do business in this state.
Form
F
BY
_______________________________________________
Name
of Registrant/Applicant
On
Behalf of/Related to the Following Insurance Companies
Name Address
____________________________________________
____________________________________________
____________________________________________
____________________________________________
Date: _________________________ 20___
Name,
Title, Address and Telephone Number of Individual to Whom Notices and
Correspondence Concerning This Statement Should Be Addressed:
______________________________________________
______________________________________________
______________________________________________
______________________________________________
ITEM
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 RSA 401-B:1 VII, 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:
·
Any material developments regarding strategy,
internal audit findings, compliance or risk management affecting the insurance
holding company system;
·
Acquisition or disposal of insurance entities
and reallocating of existing financial or insurance entities within the insurance
holding company system;
·
Any changes of shareholders of the insurance
holding company system exceeding 10 percent or more of voting securities;
·
Developments in various investigations,
regulatory activities or litigation that may have a significant bearing or
impact on the insurance holding company system;
·
Business plan of the insurance holding
company system and summarized strategies for next 12 months;
·
Identification of material concerns of the
insurance holding company system raised by supervisory college, if any, in last
year;
·
Identification of insurance holding company
system capital resources and material distribution patterns;
·
Identification of any negative movement, or
discussions with rating agencies which may have cause, 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);
·
Information on corporate or parental
guarantees throughout the holding company and the expected source of liquidity
should such guarantees be called upon; and
·
Identification of any material activity or
development of the insurance holding company system that, in the opinion of
senior management, could adversely affect the insurance holding company system.
The Registrant/Applicant may attach the appropriate
form most recently filed with the U.S. Securities and Exchange Commission,
provided the Registrant/Applicant includes specific references to those areas
listed in Item 1 for which the form provides responsive information. If the Registrant/Applicant is not domiciled
in the
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.
APPENDIX
|
RULE |
STATUTE |
|
|
|
|
Ins 1501.01 |
RSA 401-B |
|
Ins 1501.02 |
RSA 401-B:1 |
|
Ins 1501.03 |
RSA 401-B:3; 401-B:3-a;
401-B:4; 401-B:5 |
|
Ins 1501.04 |
RSA 401-B:3;
401-B:3-a; 401-B:4; 401-B:5 |
|
Ins 1501.05 |
RSA 401-B:3;
401-B:3-a; 401-B:4; 401-B:5 |
|
Ins 1501.06 |
RSA 401-B:3;
401-B:3-a; 401-B:4; 401-B:5 |
|
Ins 1501.07 |
RSA 401-B:2, II. |
|
Ins 1501.08 |
RSA 401-B:3 |
|
Ins 1501.09 |
RSA 401-B:3, IV. |
|
Ins 1501.10 |
RSA 401-B:3 |
|
Ins 1501.11 |
RSA 401-B:3-a, III. |
|
Ins 1501.12 |
RSA 401-B:4 |
|
Ins 1501.13 |
RSA 401-B:4 |
|
Ins 1501.14 |
RSA 401-B:4, IV. |
|
Ins 1501.15 |
RSA 401-B:4, VI. &
VII. |
|
Ins 1501.16 |
RSA 401-B:4, V. &
IX. |
|
Ins 1501.17 |
RSA 401-B:5 |
|
Ins 1501.18 |
RSA 401-B:4, XII |
|
Ins 1501.19 |
RSA 401-B:5, II. &
II-a. |
|
Ins 1501.20 |
RSA 401-B:5, III. |
|
|
|
|
Appendices A, B, C, D,
E, F |
RSA 401-B:3; 401-B:4;
401-B:5 |