Sec. 21.22.020. Content of statement for acquisition or merger filing.

881 words·~4 min read·/ak/title-21/chapter-22/21-22-020

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(a)The statement to be filed with the director under AS 21.22.010 shall be made under oath or affirmation and must contain the following information:

(1)the name and address of each person by whom or on whose behalf the merger or other acquisition of control referred to in AS 21.22.010 is to be effected, who will be called the “acquiring party,” as follows:

(A)if the person is an individual, the principal occupation of the person and all offices and positions held during the past five years, and all felony convictions and misdemeanor convictions involving moral turpitude during the past 10 years;

(B)if the person is not an individual,

(i)a report of the nature of its business operations during the past five years or for whatever lesser period the person and any of its predecessors have been in existence;

(ii)an informative description of the business intended to be done by the person and the person's subsidiaries; and

(iii)a list of all individuals who are or who have been selected to become directors or executive officers of the person, or who perform or will perform functions appropriate to those positions; the list shall include for each individual under this sub-subparagraph the information required by

(A)of this paragraph;

(2)a description of the consideration used or to be used in effecting the merger or other acquisition of control, including

(A)the source, nature, and amount;

(B)a description of any transaction in which funds were or are to be obtained for a purpose under this paragraph; and

(C)the identity of persons furnishing the consideration; however, if a source of the consideration is a loan made in the lender's ordinary course of business, the director shall keep the identity of the lender confidential, if the person filing the statement so requests;

(3)fully audited financial information as to the earnings and financial condition of each acquiring party for the preceding five fiscal years or for whatever lesser period that an acquiring party and any predecessors of the acquiring party have been in existence, and similar unaudited information as of a date not earlier than 90 days before the filing of the statement;

(4)any plans or proposals that each acquiring party may have to

(A)liquidate the insurer;

(B)sell its assets or merge or consolidate it with any person; or

(C)make any other material change in its business or corporate structure or management;

(5)the number of shares of any security referred to in AS 21.22.010 that each acquiring party proposes to acquire, the terms of the offer, request, invitation, agreement, or acquisition referred to in this chapter, and a statement as to the method by which the fairness of the proposal was determined;

(6)the amount of each class of any security referred to in AS 21.22.010 that is beneficially owned or concerning which there is a right to acquire beneficial ownership by each acquiring party;

(7)a full description of any contracts, arrangements, or understandings with respect to any security referred to in AS 21.22.010 in which an acquiring party is involved, including 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; this description must identify the persons with whom the contracts, arrangements, or understandings have been entered into;

(8)a description of the purchase of any security referred to in AS 21.22.010 during the 12 calendar months preceding the filing of the statement by an acquiring party, including the dates of purchase, the names of the purchasers, and consideration paid or agreed to be paid;

(9)a description of any recommendations to purchase a security referred to in AS 21.22.010 made during the 12 calendar months preceding the filing of the statement by an acquiring party or by anyone based on interviews or at the suggestion of the acquiring party;

(10)copies of all tender offers for, requests or invitations for tenders of exchange offers for, and agreements to acquire or exchange any securities referred to in AS 21.22.010 and, if distributed, of additional soliciting material;

(11)the terms of any agreement, contract, or understanding made with a broker-dealer as to solicitation of securities referred to in AS 21.22.010 for tender and the amount of any fees, commissions, or other compensation to be paid to a broker-dealer;

(12)any additional information as the director may by order or regulation prescribe as necessary or appropriate for the protection of policyholders and security holders of the insurer or in the public interest.

(b)In addition to the other requirements in this section, a person required to file a statement under AS 21.22.010 shall provide

(1)the annual enterprise risk statement specified in AS 21.22.060

(n)for so long as control exists; and

(2)an acknowledgment that the person and all subsidiaries within the person's control in the insurance holding company system will provide information to the director upon request as necessary to evaluate enterprise risk to the insurer.

(c)In this section, “consideration” includes a pledge of the stock of an insurer or the insurer's subsidiary.