Register, June, 1997, No. 498
Chapter Ins 40
INSURANCE HOLDING COMPANY SYSTEM REGULATION
Subchapter I—Insurance Holding Company Standards
Acquisition of control of or merger with domestic insurer.
Standards for transactions within a holding company system.
Subchapter II—Insurance Holding Company Systems—Reporting Forms
Forms—incorporation by reference, summaries and omissions.
Forms—information unknown or unavailable and extension of time to furnish.
Forms—additional information and exhibits.
Alternative and consolidated registrations.
Transactions subject to prior notice—notice filing.
Extraordinary dividends and other distributions.
Consent to jurisdiction.
Ch. Ins 40 Note
Note: The annual registration requirements under this chapter first apply after December 31, 1993.
In this chapter, unless the context otherwise requires:
"Acquiring person" means each person by whom or on whose behalf a merger or other acquisition of control is to be effected.
"Commissioner" means the commissioner of insurance of this state, the deputy commissioner, or the office of the commissioner of insurance of this state, as appropriate.
"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 one of those positions under whatever title.
"Insurance holding company system" means 2 or more persons who are affiliates, one or more of which is an insurer.
"Policyholder surplus" means capital and surplus.
"Security holder" means a person who owns any security of a person, including, but not limited to, common stock, preferred stock, debt obligations or any other security convertible into or evidencing the right to acquire stock or debt obligations.
"State of domicile" means the state where an insurer is domiciled or, for an alien insurer, its port of entry state.
"Subsidiary" of a person means a person which is controlled, directly or indirectly through one or more intermediaries, by the first person.
"Ultimate controlling person" means a person who is not controlled by any other person.
"Voting security" includes, but is not limited to, any security convertible into or evidencing a right to acquire a voting security.
Ins 40.01 History
Cr. Register, July, 1993, No. 451
, eff. 8-1-93; correction in (12) made under s. 13.93 (2m) (b) 12., Stats., Register, June, 1997, No. 498
Acquisition of control of or merger with domestic insurer. Ins 40.02(1)(a)(a)
Except as provided under par. (b)
, no person, other than the insurer, may:
Make a tender offer for, request or invitation for, tenders of, or enter into any agreement to exchange securities for, seek to acquire, or acquire, in the open market or otherwise, any voting security of a domestic insurer if after the consummation of the offer, request, invitation, agreement or acquisition, the person would, directly or indirectly, or by conversion or by exercise of any right to acquire, be in control of the insurer; or
Enter into an agreement to merge with or otherwise to acquire or attempt to acquire control of a domestic insurer or any person having control of a domestic insurer.
The person first files the information required under sub. (2)
with the commissioner and sends a copy of the information to the domestic insurer; and
The offer, request, invitation, agreement or acquisition has been approved by the commissioner under ss. 611.72
, or 614.73
, Stats., and s. 617.21
For purposes of this section "domestic insurer" includes any person having control of a domestic insurer. This section does not apply to a person who is a securities broker holding, in the usual and customary securities broker's function, less than 20% of the voting securities of an insurer or of any person which controls an insurer.
(2) Content of statement.
Except as provided under sub. (5)
, a person required to file under sub. (1)
shall file the following information, using form A in the appendix to this chapter, in a sworn statement:
If the acquiring person is an individual, his or her principal occupation and all offices and positions held during the past 5 years, any conviction of crimes other than traffic violations not involving death or injury during the past 10 years and all relevant information regarding any occupational license or registration; and
If the acquiring person is not an individual, a report of the nature of its business operations during the past 5 years or for the lesser period that the acquiring person and any predecessors of the acquiring person have been in existence, if shorter, an informative description of the business intended to be done by the acquiring person and the acquiring person's subsidiaries, and a list of all individuals who are or who have been selected to become directors or executive officers of the acquiring person, or who perform or will perform functions similar to those positions. The list shall include for each individual the information required by subds. 1.
The source, nature and amount of the consideration used or to be used in effecting the merger or other acquisition of control, a description of any transaction from which funds were or are to be obtained for that purpose, including any pledge of the insurer's stock, or the stock of any of its subsidiaries or affiliates which control the insurer, the criteria used in determining the nature and amount of consideration and the identity of persons furnishing the consideration.
Fully audited financial information as to the earnings and financial condition of each acquiring person for the preceding 5 fiscal years of each acquiring person or for the period the acquiring person and any predecessors of the acquiring person have been in existence, if shorter, and similar unaudited information as of a date not earlier than 90 days prior to the filing of the statement.
Any plans or proposals which any acquiring person is considering to liquidate, to sell assets of, or to merge or consolidate the insurer or to make any other material change in the insurer's business or corporate structure or management.
The number of shares of any security which each acquiring person proposes to acquire; 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 determined.
The amount of each class of any security which is beneficially owned or concerning which there is a right to acquire beneficial ownership by any acquiring person.
A full description of any contracts, arrangements or understandings with respect to any security in which any acquiring person 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. The description shall identify the persons with whom the contracts, arrangements or understandings have been entered into.
A description of the purchase of any security of the entity to be acquired during the 12 calendar months preceding the filing of the statement by any acquiring person, including the dates of purchase, names of the purchasers and consideration paid or agreed to be paid.
A description of any recommendations to purchase any security made during the 12 calendar months preceding the filing of the statement by any acquiring person, or by anyone at the suggestion of the acquiring person.
Copies of all tender offers for, requests or invitations for, tenders of, exchange offers for, or agreements to acquire or exchange any securities, and, if distributed, of additional soliciting material relating to those offers, requests, invitations or agreements.
The term of any agreement, contract or understanding made with or proposed to be made with any broker-dealer as to solicitation of securities for tender, and the amount of any fees, commissions or other compensation to be paid to broker-dealers relating to the solicitation.
(3) Partners and stockholders.
If the person required to file under sub. (1)
is a partnership, limited partnership, syndicate or other group, the commissioner may require that the information required under sub. (2)
be given with respect to each partner of the partnership or limited partnership, each member of the syndicate or group, and each person who controls the partner or member. If any partner, member or person is a corporation or the person required to file under sub. (1)
is a corporation, the commissioner may require that the information required under sub. (2)
be given with respect to the corporation, each officer and director of the corporation, and each person who is directly or indirectly the beneficial owner of more than 10% of the outstanding voting securities of the corporation.
(4) Material changes.
A person required to file under sub. (1)
shall file an amendment to the filing if any material change occurs in the facts set forth in a statement previously filed with the commissioner. The person shall include in the amendment a description of the change and copies of all documents and other material relevant to the change. The amendment shall be filed with the commissioner and sent to the insurer within 2 business days after the person learns of the change.
(5) Alternative filing materials.
If any offer, request, invitation, agreement or acquisition is proposed to be made by means of a registration statement under the Securities Act of 1933 or in circumstances requiring the disclosure of information under the Securities Exchange Act of 1934, or under a state law requiring similar registration or disclosure, the person required to file information under sub. (1)
may utilize those documents to furnish the information required to be filed under sub. (2)
Ins 40.02 History
Cr. Register, July, 1993, No. 451
, eff. 8-1-93.
Except as provided under par. (b)
, every insurer which is authorized to do business in this state and which is a member of an insurance holding company system, and every person having or attempting to acquire control of such an insurer, shall register with the commissioner.
This subsection does not apply to a person, foreign insurer or alien insurer which is exempt from registration under s. 617.11 (2)
, Stats., unless otherwise ordered by the commissioner. An insurer may register on behalf of a person having or attempting to acquire control of the insurer or on behalf of an insurer which is an affiliate of the insurer. Lack of knowledge that an insurer has not registered on behalf of the person or affiliate or that the registration is incomplete or inaccurate is not a defense for the person or affiliate.
(2) Time for filing.
Any person which is subject to registration under this section shall register within 15 days after it becomes subject to registration, and annually by June 1 of each subsequent year for the immediately preceding calendar year, unless the commissioner for good cause shown extends the time for registration, and then within the extended time.
(3) Information and form required.
Every person subject to registration shall file the registration statement on the forms prescribed under s. Ins 40.15
, and it shall contain the following information which is current on the date of filing:
The capital structure, general financial condition, ownership and management of the insurer and any person having control of the insurer;
The identity and relationship of every member of the insurance holding company system except affiliates whose total assets are less than the lesser of .5% of the total assets of the ultimate controlling person or $10 million;
The following agreements in force, and transactions currently outstanding or which have occurred during the immediately preceding calendar year between the insurer and its affiliates:
Loans, extensions of credit, other investments, or purchases, sales or exchanges of securities of the affiliates by the insurer or of the insurer by its affiliates;
Guarantees or undertakings for the benefit of an affiliate which result in an actual contingent exposure of the insurer's assets to liability, other than insurance contracts entered into in the ordinary course of the insurer's business;
All management agreements, exclusive agent agreements, service contracts and all cost-sharing arrangements;
Any pledge of the insurer's stock, including stock of any subsidiary or affiliate having control of the insurer, for a loan made to any member of the insurance holding company system;
Other matters concerning transactions between registered insurers and any affiliates as may be included from time to time in any registration forms adopted or approved by the commissioner.