Section 382.050

Title XXIV BUSINESS AND FINANCIAL INSTITUTIONS

Chapter 382

Effective - 28 Aug 2015   

  382.050.  Statement, contents. — 1.  The statement to be filed with the director shall be made under oath or affirmation and shall contain the following:

  (1)  The name and address of each person hereinafter called "acquiring party" by whom or on whose behalf the merger or other acquisition of control referred to in section 382.040 is to be effected, and

  (a)  If that person is an individual, 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 during the past ten years; and

  (b)  If that person is not an individual, a report of the nature of its business operations during the past five years or for such lesser period as that person and any predecessors thereof have been in existence;

  (c)  An informative description of the business intended to be done by that person and its subsidiaries; and

  (d)  A list of all individuals who are or who have been selected to become directors or executive officers of such person, or who perform or will perform functions appropriate to such positions.  The list shall include for each such individual the information required by paragraph (a) of subdivision (1) of subsection 1 of this section;

  (2)  The source, nature and amount of the consideration to be used in effecting the merger or other acquisition of control, a description of any transaction wherein funds were or are to be obtained for any such purpose, including any pledge of the insurer's stock or the stock of any subsidiaries or controlling affiliates, and the identity of persons furnishing such consideration, but, where a source of the consideration is a loan made in the lender's ordinary course of business, the identity of the lender shall remain 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 of each such acquiring party, or for such lesser period as such acquiring party and any predecessors thereof shall have been in existence, and similar unaudited information as of a date not earlier than ninety days prior to the filing of the statement;

  (4)  Any plans or proposals which each acquiring party may have to liquidate the insurer, to sell its assets, to merge or consolidate it with any person, or to make any other material change in its business or corporate structure or management;

  (5)  The number of shares of any security referred to in section 382.040 which each acquiring party proposes to acquire;

  (6)  The terms of the proposed offer, request, invitation, agreement, or acquisition referred to in section 382.040, and a statement as to the method by which the fairness of the proposal was arrived at;

  (7)  The amount of each class of any security referred to in section 382.040 which is beneficially owned or concerning which there is a right to acquire beneficial ownership by each acquiring party;

  (8)  A full description of any contracts, arrangements or understandings with respect to any security referred to in section 382.040 in which any acquiring party proposes to be or 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 persons with whom such contracts, arrangements or understandings have been or will be entered into;

  (9)  A description of the purchase of any security referred to in section 382.040 during the twelve calendar months preceding the filing of the statement by any acquiring party, including the dates of purchase, names of the purchasers, and consideration paid or agreed to be paid therefor;

  (10)  A description of any recommendations to purchase any security referred to in section 382.040 made during the twelve calendar months preceding the filing of the statement by any acquiring party, or by anyone based upon interviews or at the suggestion of such acquiring party;

  (11)  Copies of the form 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 section 382.040, and of the form of additional soliciting material, if distributed, relating thereto;

  (12)  The terms of any agreement, contract or understanding made with or proposed to be made with any broker-dealer as to solicitation of securities referred to in section 382.040 for tender, and the amount of any fees, commissions or other compensation to be paid to broker-dealers with regard thereto;

  (13)  An agreement by the person required to file the statement referred to in section 382.040 that the annual report specified in section 382.175 will be provided for so long as control exists;

  (14)  An acknowledgment by the person required to file the statement referred to in section 382.040 that such person and all subsidiaries within its control in the insurance holding company system shall provide information to the director upon request as necessary to evaluate enterprise risk to the insurer; and

  (15)  Such additional information as the director may by rule or regulation prescribe as necessary or appropriate for the protection of policyholders of the insurer or in the public interest.

  2.  If the person required to file the statement referred to in section 382.040 is a partnership, limited partnership, syndicate or other group, the director may require that the information called for by subdivisions (1) to (15) of subsection 1 of this section shall be given with respect to each partner of such partnership or limited partnership, each member of such syndicate or group, and each person who controls such partner or member.  If any such partner, member or person is a corporation or the person required to file the statement referred to in section 382.040 is a corporation, the director may require that the information called for by subdivisions (1) to (15) of subsection 1 of this section shall 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 ten percent of the outstanding voting securities of the corporation.

  3.  If any material change occurs in the facts set forth in the statement filed with the director and sent to the insurer pursuant to this section, an amendment setting forth the change, together with copies of all documents and other material relevant to the change, shall be filed with the director and shall be sent to the insurer within two business days after the person learns of the change.

  4.  If any offer, request, invitation, agreement or acquisition referred to in section 382.040 is proposed to be made by means of a registration statement under the Securities Act of 1933 or in circumstances requiring the disclosure of similar information under the Securities Exchange Act of 1934, or under a state law requiring similar registration or disclosure, the person required to file the statement referred to in section 382.040 may utilize such documents in furnishing the information called for by that statement.

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(L. 1971 S.B. 101 § 7, A.L. 1983 H.B. 633 merged with S.B. 333, A.L. 1992 H.B. 1574, A.L. 2015 H.B. 50)