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 identity of all parties to the transaction, and relationship of the affiliates of the registrant.
ITEM 6. LITIGATION OR ADMINISTRATIVE PROCEEDINGS
Briefly describe 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 is or 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 was held or is 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 controlling person including, but not necessarily limited to, bankruptcy, receivership or other corporate reorganizations.
ITEM 7. STATEMENT REGARDING GROUP OR SERIES OF TRANSACTIONS
Furnish a statement that transactions entered into since the filing of the prior year’s annual registration statement are neither part of a group or series of related or like transactions nor made for the purpose of avoiding regulatory threshold amounts and the review that might otherwise occur. Groups or series of related transactions shall be treated as single transactions.
ITEM 8. FINANCIAL STATEMENTS AND EXHIBITS
(a) Attach financial statements and exhibits to this statement as an appendix, and 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 immediately preceding fiscal year.
If at the time of the initial registration, the annual financial statements for the immediately preceding 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 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.
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 Commission 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 state of domicile and are in accordance with requirements of insurance or other accounting principles prescribed or permitted under the law and regulations 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 last annual reports to shareholders of the ultimate controlling person, proxy material used by the ultimate controlling person, and any additional documents or papers required by form B or ch. Ins 40, Wis. Adm. Code. ITEM 9. FORM C REQUIRED
A form C, Summary of Changes to 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 ch. Ins 40, Wis. Adm. Code, 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 ______________ , ____________.
(SEAL)__________________
Name of Registrant
BY____________________
(Name) (Title) Attest:
_______________________________
(Signature of Officer)
_______________________________
(Title)
The undersigned deposes and says that (s)he has duly executed
the attached annual registration statement dated , for and on behalf of ;
(Name of Registrant)
that (s)he is the_________________ and that (s)he is authorized
(Title of Officer)
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)
Subscribed and sworn to this
_______day of______,_______.
Notary Public
My commission expires on________________
FORM C
SUMMARY OF CHANGES TO REGISTRATION
STATEMENT
Filed with the office of the commissioner of insurance,
state of Wisconsin
By
__________________________________
Name of Registrant
On behalf of following insurers
Name: Address:
Date: ,
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 annual registration statement, form B, which are required to be filed with this form, 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 described where such changes are ones which result in ownership or holdings of 10% or more of voting securities, loss or transfer of control, or acquisition or loss of partnership interest.
Changes occurring under Item 4 of form B need only be described 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 immediately 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, describe 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 immediately prior year’s annual registration statement are not part of a group or series of like transactions or entered into for the purpose of avoiding reporting threshold amounts.
SIGNATURE
Signature and certification required as follows:
Pursuant to the requirements of ch. Ins 40, Wis. Adm. Code, Registrant has caused this annual summary of the registration statement to be duly signed on its behalf of the city of and State of on the day of , .
(SEAL)
Name of Registrant
BY
(Name) (Title)
Attest:
(Signature of Officer)
(Title) The undersigned deposes and says that (s)he has duly executed the attached annual registration statement dated, , for and on behalf of; that (s)he is the (Title of Officer)
of such Registrant 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)
Subscribed and sworn to this
________day of___________, ______
Notary Public
My commission expires___________________
FORM D
PRIOR NOTICE OF A TRANSACTION
Filed with the office of the commissioner of insurance,
state of Wisconsin
By
_______________________________
Name of Registrant
On behalf of following insurers
Name: Address:
Date:__________ ,_________
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 covered under s. 617.21 (2), Stats., and s. Ins 40.04 (2), Wis. Adm. Code: (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 for the affiliates;
(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:
(b) A statement of the nature of the transaction; and
(c) A statement of how the transaction meets the “fair and reasonable” standard of s. 617.21, Stats.; and (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. Describe any provision for purchase of the insurer filing notice, by any party to the transaction, or by any affiliate of the insurer filing notice. Give 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 policyholder 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 nonlife insurers, the lesser of 2% of the insurer’s admitted assets or 10% of policyholder surplus or (b) in the case of life insurers, the lesser of 2% of the insurer’s admitted assets or 10% of policyholder surplus, each as of the 31st day of December of the immediately preceding calendar year.
ITEM 4. LOANS, EXTENSIONS OF CREDIT, OR GUARANTEES TO OR FOR A NONAFFILIATE
If the transaction involves a loan, extension of credit, or guarantee 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, extensions of credit, or guarantee. 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, describe 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 insurer’s policyholder surplus.
No notice need be given if the loan or extension of credit is one which equals less than the lesser of 2% of the insurer’s admitted assets or 10% of policyholder surplus as of the 31st day of December of the immediately preceding calendar year.
ITEM 5. REINSURANCE
If the transaction is a reinsurance agreement or modification thereto, or a reinsurance pooling agreement or modification thereto as described in s. Ins 40.04 (2) (c), furnish a description of the known and estimated amount of liability to be ceded 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 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 policyholder surplus. No notice need be given for reinsurance agreements or modifications thereto if the reinsurance premium or the change in the insurer’s liabilities, or the projected reinsurance premium or change in the insurer’s liabilities in any of the next three years, in connection with the reinsurance agreement or modification thereto is less than 5% of the insurer’s policyholder surplus, as of the 31st day of December of the immediately preceding calendar year. Notice shall be given for all reinsurance pooling agreements including modifications thereto.
ITEM 6. MANAGEMENT AGREEMENTS, SERVICE AGREEMENTS AND COST-SHARING ARRANGEMENTS
For management and service 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. TRANSACTIONS NOT IN THE ORDINARY COURSE OF BUSINESS
Provide a brief but complete description of any transaction not in the ordinary course of business.
ITEM 8. OTHER TRANSACTIONS REPORTABLE UNDER AN ORDER
Provide a brief but complete description of any transaction reportable under an order.
ITEM 9. SIGNATURE AND CERTIFICATION
Signature and certification required as follows:
SIGNATURE
Pursuant to the requirements of ch. Ins 40, Wis. Adm. Code,
has caused this notice to be duly signed on its behalf in the city of and state of on the______day of_____________.
(SEAL)_________________________
Name of Registrant
BY________________________
(Name) (Title)
Attest:
(Signature of Officer)
(Title)
The undersigned deposes and says that (s)he has duly executed the attached notice dated ,___________, for and on behalf of ; and that s(he) is the
(Name of Registrant)
and that s(he) is authorized to execute and
(Title of Officer)
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)
Subscribed and sworn to this
_________day of_________,________
Notary Public
My commission expires_________________ FORM E
RE-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
Filed with the Office of the Commissioner of Insurance,
State of Wisconsin
________________________________
Name of Applicant
________________________________
Name of Other Person
Involved in Merger or
Acquisition
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.
