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Ins 40.12(2) (2)Summary. 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 incorporated in its entirety by the 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 to the documents, the dates of execution, or other details, a copy of only one of the documents need be filed with a schedule identifying the omitted documents and setting forth the material details in which such documents differ from the documents, a copy of which is filed.
Ins 40.12 History History: Cr. Register, July, 1993, No. 451, eff. 8-1-93; CR 14-071: am. (1) Register August 2015 No. 716, eff. 9-1-15.
Ins 40.13 Ins 40.13 Forms—extension of time to furnish.
Ins 40.13(1)(1)Extension. If it is impractical to furnish any required information, document or report at the time it is required to be filed, the person required to file shall file with the commissioner a separate document:
Ins 40.13(1)(a) (a) Identifying the information, document or report in question;
Ins 40.13(1)(b) (b) Stating why the filing at the time required is impractical; and
Ins 40.13(1)(c) (c) Requesting an extension of time for filing the information, document or report to a specified date.
Ins 40.13(2) (2)Time to allow. A request for extension shall be deemed granted unless the commissioner within 60 days after receipt of a complete request enters an order denying the request.
Ins 40.13 History History: Cr. Register, July, 1993, No. 451, eff. 8-1-93; CR 140-071: am. (title), r. (1), renum. (2), (3) to be (1), (2) and am. (1) (intro.) Register August 2015 No. 716, ef. 9-1-16.
Ins 40.14 Ins 40.14 Forms—additional information and exhibits.
Ins 40.14(1)(1)Supplemental information. In addition to the information expressly required to be included in form A, form B, form C, form D, form E, and form F contained in the appendix to this chapter, the person required to file shall add the further material information, if any, which is necessary to make the information contained in the statements accompanying the forms not misleading. The person filing may also file such exhibits as it may desire in addition to those expressly required by the statement. Those exhibits shall be so marked as to indicate clearly the subject matters to which they refer.
Ins 40.14(2) (2)Changes. Changes to forms A, B, C, D, E, or F shall be submitted as required under ss. Ins 40.02 (4), 40.04 (2) and 40.13 (1) and shall include on the top of the cover page the phrase: “Change No. to" and indicate the date of the change and not the date of the original filing.
Ins 40.14 History History: Cr. Register, July, 1993, No. 451, eff. 8-1-93; CR 14-071: am. Register August 2015 No. 716, eff. 9-1-165.
Ins 40.15 Ins 40.15 Registration form. A person required to file a registration statement under this chapter shall furnish the required information on form B and on form C contained in the appendix to this chapter.
Ins 40.15 History History: Cr. Register, July, 1993, No. 451, eff. 8-1-93; CR 14-071: am. Register August 2015 No. 716, eff. 9-1-15.
Ins 40.16 Ins 40.16 Alternative and consolidated registrations.
Ins 40.16(1)(1)Filing for affiliate insurer. If an authorized insurer files a registration statement on behalf of an insurer which is its affiliate and which is required to register under this chapter, the registration statement may include information which is not required by this chapter 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, if:
Ins 40.16(1)(a) (a) The statement or report contains substantially similar information required to be furnished on form B; and
Ins 40.16(1)(b) (b) The filing insurer is the principal insurer in the insurance holding company system.
Ins 40.16(2) (2)Principal insurer statement. The question of whether the filing insurer is the principal insurer in the insurance holding company system is a question of fact. An insurer filing a registration statement or report in lieu of form B on behalf of an insurer which is its affiliate, 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.
Ins 40.16(3) (3)Unauthorized insurer. With the prior approval of the commissioner, an unauthorized insurer may follow any of the procedures which could be done by an authorized insurer under sub. (1).
Ins 40.16 History History: Cr. Register, July, 1993, No. 451, eff. 8-1-93.
Ins 40.17 Ins 40.17 Transactions subject to prior notice—notice filing. A person required to give notice of a proposed transaction under this chapter shall furnish the required information on form D.
Ins 40.17 History History: Cr. Register, July, 1993, No. 451, eff. 8-1-93.
Ins 40.18 Ins 40.18 Extraordinary dividends and other distributions. Requests for approval of extraordinary dividends or any other extraordinary distribution to shareholders shall include the following:
Ins 40.18(1) (1)The amount of the proposed dividend;
Ins 40.18(2) (2)The date established for payment of the dividend;
Ins 40.18(3) (3)A statement as to whether the dividend is to be in cash or other property and, if in property, a description of the property, its cost, and its fair market value together with an explanation of the basis for valuation;
Ins 40.18(4) (4)A copy of the calculations determining that the proposed dividend is extraordinary. The calculations shall include the following information:
Ins 40.18(4)(a) (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 previous calendar year;
Ins 40.18(4)(b) (b) Policyholder surplus as of the 31st day of December of the immediately preceding calendar year;
Ins 40.18(4)(c) (c) If the insurer is a life insurer, the net income less realized capital gains for the previous calendar year;
Ins 40.18(4)(d) (d) If the insurer is not a life insurer, the net income less realized capital gains for the previous calendar year and the 2 calendar years preceding that calendar year; and
Ins 40.18(4)(e) (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 3 calendar years.
Ins 40.18(5) (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.
Ins 40.18(6) (6)A brief statement as to the effect of the proposed dividend upon the insurer's policyholder surplus and the reasonableness of policyholder surplus in relation to the insurer's outstanding liabilities and the adequacy of policyholder surplus relative to the insurer's financial needs.
Ins 40.18 History History: Cr. Register, July, 1993, No. 451, eff. 8-1-93.
Ins 40.19 Ins 40.19 Consent to jurisdiction. Any person required to file consent to jurisdiction under s. 617.11 (5), Stats., shall do so using form AA contained in the appendix to this chapter.
Ins 40.19 History History: Cr. Register, July, 1993, No. 451, eff. 8-1-93; CR14-071: am. Register August 2015 No. 716, eff. 9-1-15.
Ins 40.20 Ins 40.20 Enterprise Risk Report. The ultimate controlling person of an insurer required to file an enterprise risk report pursuant to s. Ins 40.03 (9), shall furnish the required information on Form F in the appendix.
Ins 40.20 History History: CR 14-071: am. Register August 2015 No. 716, eff. 9-1-15.
APPENDIX
FORM A
STATEMENT REGARDING THE ACQUISITION OF CONTROL OF OR MERGER WITH A
DOMESTIC INSURER
Filed with the Office of the Commissioner of Insurance,
State of Wisconsin


Name of Domestic Insurer

By


Name of Acquiring Person (Applicant)
Filed with the insurance department of    
(state of domicile of insurer being acquired)

Date:   ,  
Name, title, address and telephone number of individual to whom notices and correspondence concerning this statement should be addressed:
ITEM 1. INSURER AND METHOD OF ACQUISITION
State the name and address of the domestic insurer to which this application relates and briefly describe 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 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 the applicant is an individual or (2) all persons who are directors, executive officers or owners of 10% or more of the voting securities of the applicant if the applicant is not an individual.
(a) Name and business address;
(b) Present principal business activity, occupation or employment including position and office held and the name, principal business and address of any corporation or other organization in which such employment is carried on;
(c) Material occupations, positions, offices or employment during the last 5 years, giving the starting and ending dates of each and the name, principal business and address of any business corporation or other organization in which each such occupation, position, office or employment was carried on; if any such occupation, position, office or employment required licensing by or registration with any federal, state or municipal governmental agency, indicate such fact, the current status of such licensing or registration, and an explanation of any surrender, revocation, suspension or disciplinary proceedings in connection with the license or registration whether pending or concluded.
(d) Whether or not such person has ever been convicted in a criminal proceeding (excluding traffic violations not involving death or injury) 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 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.
ITEM 5. APPLICANT'S FUTURE PLANS FOR THE INSURER
Describe any plans or proposals which the applicant may have to declare an extraordinary dividend, to liquidate the insurer, to sell the insurer's 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) Pursuant to s. 601.42, Stat., financial statements, exhibits, and three-year financial projections of the insurer(s) shall be attached to this statement as an appendix, but list under this item the financial statements and exhibits so attached.
(b) The financial statements shall include the annual financial statements of the persons identified in Item 2(c) for the preceding 5 fiscal years (or for such lesser period as such applicant and its affiliates and any predecessors thereof shall have been in existence), and similar information covering the period from the end of such person's last fiscal year, if the information is available. The statements may be prepared either on an individual basis or, unless the commissioner otherwise requires, on a consolidated basis if consolidated statements are prepared in the usual course of business.
The annual financial statements of the applicant shall be accompanied by the certificate of an independent public accountant to the effect that such statements present fairly the financial position of the applicant and the results of its operations for the person's last fiscal year, 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 state of domicile and are in accordance with the requirements of insurance or other accounting principles prescribed or permitted under the law and regulations of the state.
(c) File as exhibits copies of all tender offers for, requests or invitations for, tenders of, exchange offers for, and agreements to acquire or exchange any voting securities of the insurer and (if distributed) of additional soliciting material relating thereto, any proposed employment, consultation, advisory or management contracts concerning the insurer, annual reports to the stockholders of the insurer and the applicant for the last 2 fiscal years, and any additional documents or papers required by form A or ss. Ins 40.11 and 40.13, Wis. Adm. Code.
ITEM 13. AGREEMENT REQUIREMENTS FOR ENTERPRISE RISK MANAGEMENT
Applicant agrees to provide, to the best of its knowledge and belief, the information required by form F within fifteen (15) days after the end of the month in which the acquisition of control occurs.
ITEM 14. SIGNATURE AND CERTIFICATION
Signature and certification required as follows:

SIGNATURE
Pursuant to the requirements of ch. Ins 40, Wis. Adm. Code,     has caused this application to be duly signed on its behalf in the city of     and state of   on the day of     ,   .




      (SEAL)


    Name of Applicant


    BY
(Name) (Title)


Attest:


(Signature of Officer)


(Title)
The undersigned deposes and says that (s)he has duly executed the attached application dated , for and on behalf of ; that (s)he is the   of such company and     (Name of Applicant)
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)

Subscribed and sworn to this

    day of   ,   .

Notary Public
My commission expires on
FORM B
INSURANCE HOLDING COMPANY SYSTEM
ANNUAL REGISTRATION STATEMENT
Filed with the Office of the Commissioner of Insurance,
State of Wisconsin
By


Name of Registrant
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Published under s. 35.93, Stats. Updated on the first day of each month. Entire code is always current. The Register date on each page is the date the chapter was last published.