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
_______________________ _______________________
Name of Affiliate
On Behalf of the Following Insurers
Name Address
___________________________________________________
___________________________________________________
___________________________________________________
___________________________________________________
______________________________________________________________________________________________________
Date: ________, 20___
Name, Title, Address and Telephone Number of Individual to Whom Notices and Correspondence Concerning this Statement Should be Addressed:
___________________________________________________
___________________________________________________
___________________________________________________
___________________________________________________
___________________________________________________
___________________________________________________
CONSENT TO JURISDICTION
The, (I), __________________, an affiliate of_______________
(Affiliate) (Insurer)
an insurer authorized to do business in the state of Wisconsin, pursuant to the requirements of ch. 617, Stats., do hereby consent to the jurisdiction of the Commissioner of Insurance and the courts of the state of Wisconsin. SIGNATURE
_________________________has caused this statement to be
(Name of Affiliate)
duly signed
on its behalf in the city of _________and state of _____________
on the ________ day of ___________, 20____
_______________________________
(Name of Affiliate)
(SEAL)
BY ____________________________
(Name)
________________________________________
(Title)
Attest:
________________________________________
(Signature of Officer)
________________________________________
(Title)
CERTIFICATION
The undersigned deposes and says that he or she has duly executed the attached statement dated ________, 20 ____ , for and on behalf of __________________________________ that he or
(Name of Affiliate)
she is the ____________________________ of such company,
(Title of Officer)
and that he or she is authorized to execute and file such instrument. Deponent further says that he or she is familiar with such instrument and the contents thereof, and that the facts therein set forth are true to the best of his or her knowledge and belief.
