N.M. Admin. Code § 13.2.2.12 - FORM A
A.
When
required: A person required by Section
59A-37-4 NMSA 1978 to file a
statement shall furnish the required information on Form A in accordance with
the requirements of this rule. Such a person shall also furnish the required
information on Form E, hereby made a part of this rule and described in
13.2.2.16 NMAC.
B.
Amendments: The applicant
shall promptly advise the superintendent of any changes in the information
furnished on Form A arising subsequent to the date upon which the information
was furnished but prior to the superintendent's disposition of the
application.
C.
Information
to be furnished in Form A:
(1)
Caption: Place the following caption at the top of the cover page:
FORM A
STATEMENT REGARDING THE ACQUISITION OF CONTROL OF OR MERGER WITH A DOMESTIC INSURER FILED WITH THE NEW MEXICO SUPERINTENDENT OF INSURANCE
(2)
Domestic
insurers: Provide the name and state of domicile of the domestic insurer
being acquired.
(a) if the person being
acquired is deemed to be a "domestic insurer" solely because of the provisions
of Subsection A of Section
59A-37-4 NMSA 1978, the name of
the domestic insurer should be indicated as follows: "ABC Insurance Company, a
subsidiary of XYZ Holding Company."
(b) where a Subsection A of Section
59A-37-4 NMSA 1978 insurer is
being acquired, references to "the insurer" in this section shall refer to both
the domestic subsidiary insurer and the person being acquired.
(3)
Applicant: State
the name of the acquiring person.
(4)
Date: Provide the filing
date of the statement.
(5)
Designation of agent: State the name, title, address and telephone
number of the individual to whom notices and correspondence concerning this
statement should be addressed.
(6)
Method of acquisition: Provide the name and address of the
domestic insurer to which this application relates and a brief description of
how control is to be acquired.
(7)
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 five years or for such
lesser period as the person and any of its predecessors 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
or other jurisdiction 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, the nature of the
proceedings and the date when commenced.
(8)
Identity and background of
individual's 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 an individual or 2) all person's who are
directors, executive officers or owners of ten percent 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 five 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 therewith; and
(d) whether or not such person has ever been
convicted in a criminal proceeding (excluding minor traffic violations) 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.
(9)
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 to it, 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 to the
transaction.
(b) Explain the
criteria used in determining the nature and amount of such
consideration.
(c) If the source of
the consideration is a loan made in the lender's ordinary course of business
and if the applicant wishes the identity of the lender to remain confidential,
the applicant shall specifically request that the lender's identity be kept
confidential.
(10)
Future plans of insurer: Describe any plans or proposals which the
applicant may have to declare an extraordinary dividend, to liquidate the
insurer, to sell its assets to or merge it with any person or person's or to
make any other material change in its business operations or corporate
structure or management.
(11)
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 Paragraph (8) of Subsection C of
13.2.2.12 NMAC 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.
(12)
Ownership of voting
securities: State the amount of each class of any voting security of the
insurer that is beneficially owned or concerning which there is a right to
acquire beneficial ownership by the applicant, its affiliates of any person's
listed in Paragraph (8) of Subsection C of
13.2.2.12 NMAC.
(13)
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 Paragraph (8) of Subsection C of
13.2.2.12 NMAC 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 person's
with whom the contracts, arrangements or understandings have been entered
into.
(14)
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 Paragraph
(8) of Subsection C of
13.2.2.12 NMAC 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.
(15)
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 Paragraph (8) of Subsection C of
13.2.2.12 NMAC, or by anyone based
upon interviews or at the suggestion of the applicant, its affiliates or any
person listed in Paragraph (8) of Subsection C of
13.2.2.12 NMAC during the 12
calendar months preceding the filing of this statement.
(16)
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 to such
solicitation.
(17)
Financial
statements and exhibits:
(a) List the
financial statements, exhibits and three-year financial projections of the
insurer or insurer's that are attached to this statement as
appendices.
(b) The financial
statements shall include the annual financial statements of the person's
identified in Subparagraph (c) of Paragraph (7) of Subsection C of
13.2.2.12 NMAC for the preceding
five fiscal years (or for such lesser period as the applicant and its
affiliates and any of their predecessors 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 on
either an individual basis, or, unless the superintendent 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 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 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 domiciliary state 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 two fiscal years, and any additional documents or papers required
by Form A or
13.2.2.10 NMAC.
(18)
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 15 days
after the end of the month in which the acquisition of control
occurs.
(19)
Signature and
certification: The following signature and certification are required at
the end of Statement A.
Pursuant to the requirements of Section 59A-37-4 NMSA 1978, [insert name of applicant] has caused this application to be duly signed on its behalf in the city of [insert name of city] and state of New Mexico on [insert date].
(SEAL)
____________________________
(Name of Applicant)
BY:_________________________
____________________________
(Title)
Attest:
____________________________
(Signature of Officer)
____________________________
(Title)
The undersigned deposes and says that they have duly executed the attached application dated [insert date], for and on behalf of [insert name of applicant]; that they are the [insert title of deponent] of such company; and that they are authorized to execute and file this instrument. Deponent further says that they are familiar with the instrument and its contents, and that the facts set forth in the instrument are true to the best of their knowledge, information and belief.
____________________________
(Signature of deponent)
____________________________
(Typed name and title of deponent)
Notes
State regulations are updated quarterly; we currently have two versions available. Below is a comparison between our most recent version and the prior quarterly release. More comparison features will be added as we have more versions to compare.
No prior version found.