28 Tex. Admin. Code § 7.210 - Form B
(a) Insurance holding
company system registration statement.
(b)
Identity and control of registrant. Furnish the exact name of each insurer
registering or being registered ("the registrant"), the home office address and
principal executive offices of each; the date on which each registrant became
part of the insurance holding company system; and the method(s) by which
control of each registrant was acquired and is maintained.
(c) Organizational chart. Furnish a chart or
listing clearly presenting the identities of and interrelationships among all
affiliated persons within the insurance holding company system, including all
affiliated persons as defined in §
7.202(a)(2) of
this title (relating to Definitions). The chart or listing should show the
percentage of each class of voting securities of each affiliate which is owned,
directly or indirectly, by another affiliate. If control of any person within
the system is maintained other than by the ownership or control of voting
securities, indicate the basis of the control. As to each person specified in
the chart or listing, indicate the type of organization (e.g., corporation,
trust, partnership) and the state or other jurisdiction of domicile.
(d) The ultimate controlling person. As to
the ultimate controlling person (that person which is not controlled by another
person) in the insurance holding company system, furnish the following
information:
(1) name;
(2) home office address;
(3) principal executive office address;
(4) the organizational structure of
the person, i.e., corporation, partnership, individual, trust, etc.; together
with a conformed copy of the charter or articles of incorporation and its
bylaws;
(5) the principal business
of the person;
(6) the name and
address of any person who holds or owns 10 percent or more of any class of
voting security, the class of the security, the number of shares held of record
or known to be beneficially owned, and the percentage of class so held or
owned; and
(7) if court proceedings
looking toward a reorganization or liquidation are pending, indicate the title
and location of the court, the nature of proceedings, and the date when
commenced.
(e)
Biographical information. If the ultimate controlling person is a corporation,
organization, limited liability company, or other legal entity, furnish the
following information for the directors and executive officers of the ultimate
controlling person: the individual's name and address, his or her principal
occupation and all offices and positions held during the past five years, and
any conviction of crimes other than minor traffic violations. If the ultimate
controlling person is an individual, furnish the individual's name and address,
his or her principal occupation and all offices and positions held during the
past five years, and any conviction of crimes other than minor traffic
violations.
(f) Transactions,
relationships, and agreements.
(1) Briefly
describe the following agreements in force, relationships subsisting, and
transactions currently outstanding between the registrant and its holding
company, its subsidiaries, and its affiliates:
(A) loans, other investments or purchases,
sales or exchanges of securities of the affiliates by the registrant, or of the
registrant by its affiliates;
(B)
purchase, sales, or exchanges of assets;
(C) investment activities of an investment
pool and transactions between pools and participants (Insurance Code Chapters
424 and 425);
(D) transactions not
in the ordinary course of business;
(E) guarantees or undertakings for the
benefit of an affiliate which result in an actual contingent exposure of the
registrant's assets to liability, other than insurance contracts entered into
in the ordinary course of the registrant's business;
(F) all management and service contracts and
all cost sharing arrangements;
(G)
reinsurance agreements covering all or substantially all of one or more lines
of insurance of the ceding company;
(H) all dividends and other distributions to
shareholders;
(I) agreements with
affiliates to consolidate federal income tax returns;
(J) all transactions with affiliated
financial institutions;
(K) the
amount of commissions paid to the controlling producer, the percentage such
amount represents of the net premium written, and comparable amounts and
percentages paid to noncontrolling producers for placements of the same kinds
of insurance;
(L) all surplus
debentures, surplus notes, premium income notes, bonds, or debentures, and
other contingent evidences of indebtedness outstanding;
(M) any affiliated transaction not disclosed
in subparagraphs (A) - (L) of this paragraph which is subject to the Act;
(N) any pledge of an insurer's
stock, including stock of any subsidiary or controlling affiliate, for a loan
made to any member of its insurance holding company system;
(O) the corporate governance and internal
control responsibilities of the insurer's board of directors, including a
statement that:
(i) the insurer's senior
management or officers have approved and implemented, and continue to maintain
and monitor, corporate governance and internal control procedures;
and
(ii) the insurer's board of
directors oversees corporate governance and internal controls; and
(P) any other
information the commissioner requires.
(2) No information need be disclosed if such
information is not material. See §
7.203(d) of this
title (relating to Registration of Insurers). The description must be in a
manner permitting the proper evaluation by the commissioner, and must include
at least the following: the nature and purpose of the transaction; the nature
and amounts of any payments or transfers of assets between the parties; the
identity of all parties to the transaction; relationship of the affiliated
parties to the registrant; and the holding company section number and/or
commissioner's order number.
(g) Litigation or administration proceedings.
Furnish a brief description of any litigation or administrative proceedings of
the following types, either then pending or concluded within the preceding
fiscal year, to which the ultimate controlling person or any of its directors
or executive officers was a party or of which the property of any person is or
was the subject; give the names of the parties and the court or agency in which
the litigation or proceeding is or was pending:
(1) criminal prosecutions or administrative
proceedings by any government agency or authority which may be relevant to the
trustworthiness of any party; and
(2) proceedings which may have a material
effect upon the solvency or capital structure of the ultimate holding company
including, but not necessarily limited to, bankruptcy, receivership, or other
corporate reorganizations.
(h) Required statement. The insurer must
furnish a statement that transactions entered into since the filing of the
prior year's annual registration statement are not part of a plan or series of
like transactions, the purpose of which is to avoid statutory threshold amounts
and the review that might otherwise occur.
(i) Financial statements and exhibits.
(1) Financial statements and exhibits should
be attached to this statement as an appendix. List under this item the
financial statements and exhibits attached.
(2) If the ultimate controlling person is a
corporation, an organization, a limited liability company, or other legal
entity, the financial statements must include the annual financial statements
of the ultimate controlling person and, on request of the commissioner, the
annual financial statements of the affiliates in the insurance holding company
system as of the end of the person's latest fiscal year or any other period as
determined by the commissioner.
(3) If at the time of the initial
registration, the annual financial statements for the latest fiscal year are
not available, annual statements for the previous fiscal year may be filed and
similar financial information must be filed for any subsequent period to the
extent available. Financial statements may be prepared on either an individual
basis or, unless the commissioner otherwise requires on a consolidated basis if
consolidated statements are prepared in the usual course of business.
(4) Other than with respect to the
preceding, the financial statement must be filed in a standard form and format
adopted by the National Association of Insurance Commissioners, unless an
alternative form is accepted by the commissioner. Documentation and financial
statements filed with the Securities and Exchange Commission or audited GAAP
financial statements are deemed to be an appropriate form and format.
(5) Unless the commissioner permits
otherwise, the annual financial statements must be accompanied by the
certificate of an independent public accountant to the effect that the
statements present fairly the financial position of the ultimate controlling
person 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
ultimate controlling person is an insurer actively engaged in the business of
insurance, the annual financial statements need not be certified, provided they
are based on the Annual Statement of the insurer's domiciliary state and are in
accord with requirements of insurance or other accounting principles prescribed
or permitted under the law and regulations of that state.
(6) Unless the commissioner permits
otherwise, any ultimate controlling person who is an individual may file
personal financial statements that are reviewed rather than audited by an
independent public accountant. The review must be conducted in accord with
standards for review of personal financial statements as issued by the American
Institute of Certified Public Accountants. Personal financial statements must
be accompanied by the independent public accountant's Standard Review Report
stating that the accountant is not aware of any material modifications that
should be made to the financial statements for the statements to be in
conformity with generally accepted accounting principles.
(7) Exhibits must include copies of the
latest annual reports to shareholders of the ultimate controlling person, proxy
material used by the ultimate controlling person, and any additional documents
or papers required by regulation.
(j) Form C required. A Form C, Summary of
Changes to Registration Statement, must be prepared and filed with this Form B.
(k) Signature and certification.
Furnish signature and certification of the following form:
Notes
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