(A)
Purpose
The purpose of this rule is to identify
the form of proxy, proxy statement, or solicitation material that should be
filed with the superintendent of insurance when such form of proxy, proxy
statement, or solicitation material is subject to Chapter 3901-2 of the
Administrative Code.
(B)
Authority
This rule is promulgated pursuant to
the authority vested in the superintendent under sections
3901.041 and
3901.31 of the Revised
Code.
(C)
A preliminary copy of the proxy statement and any other
soliciting material to be furnished to security holders concurrently therewith
(or the information statement pursuant to rule
3901-2-15 of the Administrative
Code) shall be filed with the superintendent of insurance at least ten days
prior to the date definitive copies of such material are first sent or given to
security holders, or such shorter period prior to that date as the
superintendent of insurance may authorize upon a showing of good cause
therefor.
(D)
A preliminary copy of any additional soliciting
material relating to the same meeting or subject matter to be furnished to
security holders subsequent to the proxy statement shall be filed with the
superintendent of insurance at least two days (exclusive of Saturdays, Sundays
and holidays) prior to the date copies of such material are first sent or given
to security holders, or such shorter period prior to such date as the
superintendent of insurance may authorize upon a showing of good cause
therefor.
(E)
A definitive copy of the proxy statement, form of proxy
and all other soliciting material (or the information statement) in the form in
which such material is furnished to security holders, shall be filed with, or
mailed for filing to, the superintendent of insurance no later than the date
such material is first sent or given to any security holder.
(F)
Copies of replies
to inquiries from security holders requesting further information and copies of
communications that do no more than request that forms of proxy theretofore
solicited be signed and returned need not be filed.
(G)
Notwithstanding
the provisions of paragraphs (C) and (D) of this rule and of paragraph (G) of
rule 3901-2-12 of the Administrative
Code, copies of soliciting material in the form of speeches, press releases and
radio or television scripts may, but need not, be filed with the superintendent
of insurance prior to use or publication. Definitive copies, however, shall be
filed with or mailed for filing to the superintendent of insurance as required
by paragraph (E) of this rule not later than the date such material is used or
published. The provisions of paragraphs (C) and (D) of this rule and of
paragraph (G) of rule
3901-2-12 of the Administrative
Code shall apply, however, to any reprints or reproductions of all or any part
of such material.
(H)
Where any proxy statement, form of proxy or other
material filed pursuant to this rule is amended or revised, one of the copies
of such amended or revised material filed pursuant to this rule shall be marked
to indicate clearly and precisely the changes effected therein.
(I)
Severability
If any portion of this rule or the
application thereof to any person or circumstance is held invalid, the
invalidity does not affect other provisions or applications of the rule or
related rules which can be given effect without the invalid portion or
application, and to this end the provisions of this rule are
severable.
Replaces: 3901-2-07
