(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.
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 five 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 s. Ins 40.025 (4) Wis. Adm. Code. 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
ENTERPRISE RISK REPORT
Filed with the Office of the Commissioner of Insurance,
State of Wisconsin
By
Name of Registrant/Applicant
On behalf of/related to the 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. ENTERPRISE RISK
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 s. Ins 40.01 (4m), Wis. Adm. Code, 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: (a) Any material developments regarding strategy, internal audit findings, compliance or risk management affecting the insurance holding company system;
(b) Acquisition or disposal of insurance entities and reallocating of existing financial or insurance entities within the insurance holding company system;
(c) Any changes of shareholders of the insurance holding company system exceeding ten percent (10%) or more of voting securities;
(d) Developments in various investigations, regulatory activities or litigation that may have a significant bearing or impact on the insurance holding company system;
(e) Business plan of the insurance holding company system and summarized strategies for the next 12 months;
(f) Identification of material concerns of the insurance holding company system raised by supervisory college, if any, in last year;
(g) Identification of insurance holding company system capital resources and material distribution patterns;
(h) Identification of any negative movement, or discussions with rating agencies which may have caused, 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);
(i) Information on corporate or parental guarantees throughout the holding company and the expected source of liquidity should such guarantees be called upon; and
(j) 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 U.S., it may attach its most recent public audited financial statement filed in its country of domicile, provided the Registrant/Applicant includes specific references to those areas listed in Item 1 for which the financial statement provides responsive information.
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.
FORM AA
CONSENT TO JURISDICTION STATEMENT
Filed with the office of the commissioner of insurance,
of the state of Wisconsin
BY
_______________________ _______________________
