CHAPTER Ins
1500 INSURANCE HOLDING COMPANIES
Statutory
Authority: RSA 400‑A:15, I; RSA 401‑B:8; RSA 402-C;
RSA 404-F
PART Ins
1501 FILINGS
Ins
1501.01 Purpose. The purpose of this chapter is to
set forth rules and procedural requirements which the commissioner deems necessary to carry out the provisions of the NAIC
Insurance Holding Company System Regulatory Act, RSA 401-B, hereinafter
referred to as "the Act". The information called for by
this chapter is hereby declared to be necessary and appropriate in the public
interest and for the protection of the policyholders in this state.
Source. #5652, eff 7-1-93; ss by #6985, eff 5-1-99,
EXPIRED: 5-1-07
New.
#8910, eff 7-1-07; ss by #10450, eff
1-1-14; ss by #13692, eff 7-21-23
Ins 1501.02 Definitions.
(a) "Executive
officer" means chief executive officer, chief operating officer, chief
financial officer, treasurer, secretary, controller, and
any other individual performing functions corresponding to those performed by
the foregoing officers under whatever title.
(b) "Ultimate
controlling person" means that person which is not controlled by
any other person.
(c) Unless
the context otherwise requires, other terms found in these parts are used as
defined in RSA 401‑B:1. Other nomenclature or terminology is according to New Hampshire insurance law,
or industry usage if not defined by New Hampshire insurance laws.
Source. #5652, eff 7-1-93; ss by #6985, eff 5-1-99,
EXPIRED: 5-1-07
New. #8910, eff 7-1-07; ss by #10450, eff 1-1-14;
ss by #13692, eff 7-21-23
Ins
1501.03 Forms ‑ General Requirements.
(a) Forms
A, B, C, D, E and F are intended to be guides in the preparation of the
statements required by RSA 401‑B:3, RSA 401‑B:3-a, RSA 401‑B:4 and RSA 401‑B:5. They
are not intended to be blank forms which are to be filled in. The
statements filed shall contain the numbers and captions of all items, but the
text of the items may be omitted provided the answers thereto are prepared in such
a manner as to indicate clearly the scope and coverage of the
items. All instructions, whether appearing under the items of the
form or elsewhere therein, are to be omitted. Unless expressly
provided otherwise, if any item is inapplicable or the answer thereto is in the
negative, an appropriate statement to that effect shall be made.
(b) Three complete copies of the Form A,
and one complete copy of each other statement including exhibits and all
other papers and documents filed as a part thereof, shall be filed with the
commissioner by personal delivery or mail addressed to: Insurance
Commissioner, State of New Hampshire, 21 South Fruit Street, Suite 14, Concord,
NH 03301, Attention: Chief Analyst. At least one of the
copies shall be signed in the manner prescribed on the form. Unsigned copies
shall be conformed. If the signature
of any person is affixed pursuant to a power of attorney or other similar
authority, a copy of the power of attorney or other authority shall also be
filed with the statement.
(c) If
an applicant requests a hearing on a consolidated basis under RSA
401-B:3, VI(b), in addition to filing the Form A with the commissioner, the
applicant shall file a copy of Form A with the National Association of Insurance
Commissioners (NAIC) in electronic form.
(d) Statements
should be prepared electronically. Debits in credit categories and
credits in debit categories shall be designated so as to be clearly distinguishable as such on
photocopies. Statements shall be in the English language
and monetary values shall be stated in United
States currency. If any exhibit or other paper or document
filed with the statement is in a foreign language, it shall be accompanied by a
translation into the English language and any monetary value shown in a foreign
currency normally shall be converted into United States currency.
Source. #1900, eff 1-1-82; ss by #4287, eff 7-1-87;
ss by #5652, eff 7-1-93; ss by #6985, eff 5-1-99, EXPIRED: 5-1-07
New. #8910, eff 7-1-07; ss by #10450, eff 1-1-14;
ss by #13692, eff 7-21-23
Ins 1501.04 Forms ‑ Incorporation by Reference,
Summaries and Omissions.
(a) Information
required by any item of Form A, Form B, Form D, Form E or Form F may be
incorporated by reference in answer or partial answer to any other
item. Information contained in any financial statement, annual
report, proxy statement, statement filed with a governmental authority, or any
other document may be incorporated by reference in answer or partial answer to
any item of Form A, Form B, Form D, Form E, or Form F provided the document is
filed as an exhibit to the statement. Excerpts of documents may be
filed as exhibits if the documents are extensive. Documents
currently on file with the commissioner which were filed within 3 years need
not be attached as exhibits. References to information contained in
exhibits or in documents already on file shall clearly identify the material
and shall specifically indicate that such material is to be incorporated by
reference in answer to the item. Matter shall not be incorporated by
reference in any case where the incorporation would render the statement
incomplete, unclear or confusing.
(b) Where
an item requires a summary or outline of the provisions of any document, only a
brief statement shall be made as to the pertinent provisions of the
document. In addition to the statement, the summary or outline may
incorporate by reference particular parts of any exhibit or document currently
on file with the commissioner which was filed within 3 years and may be
qualified in its entirety by such reference. In any case where 2 or
more documents required to be filed as exhibits are
substantially identical in all material respects except as to the parties
thereto, the dates of execution, or other details, a copy of only one of the
documents shall be filed with a schedule identifying the omitted documents and
setting forth the material details in which the documents differ from the
documents, a copy of which is filed.
Source. #1900, eff 1-1-82; ss by #4287, eff 7-1-87;
ss by #5652, eff 7-1-93; ss by #6985, eff 5-1-99, EXPIRED: 5-1-07
New. #8910, eff 7-1-07; ss by #10450, eff 1-1-14;
ss by #13692, eff 7-21-23
Ins
1501.05 Forms ‑ Information Unknown or Unavailable and
Extension of Time to Furnish. If it is impractical to furnish
any required information, document or report at the time it is required to be
filed, there may be filed with the commissioner a separate document:
(a) Identifying
the information, document or report in question;
(b) Stating
why the filing thereof at the time required is impractical;
and
(c) Requesting
an extension of time for filing the information, document or report to a
specified date. The request for extension shall be deemed granted unless the commissioner within 60 days after
receipt thereof enters an order denying the request.
Source. #1900, eff 1-1-82; ss by #4287, eff 7-1-87;
ss by #5652, eff 7-1-93; ss by #6985, eff 5-1-99, EXPIRED: 5-1-07
New. #8910, eff 7-1-07; ss by #10450, eff 1-1-14;
ss by #13692, eff 7-21-23
Ins 1501.06 Forms
‑ Additional Information and Exhibits. In addition to the
information expressly required to be included in Form A, Form B, Form C, Form
D, Form E and Form F, the commissioner may request such further
material information, if any, as may be necessary to make the information
contained therein not misleading. The person filing may also file
such exhibits as he or she may desire in addition to those expressly required by the statement. The exhibits shall be so
marked as to indicate clearly the subject matters to which they
refer. Changes to Forms A, B, C, D, E or F shall include on the top
of the cover page the phrase: "Change No. (insert number)
to" and shall indicate the date of the change and not the date of the
original filing.
Source. #1900, eff 1-1-82; ss by #4287, eff 7-1-87;
ss by #5652, eff 7-1-93; ss by #6985, eff 5-1-99, EXPIRED: 5-1-07
New.
#8910, eff 7-1-07; ss by #10450, eff
1-1-14; ss by #13692, eff 7-21-23
Ins
1501.07 Subsidiaries of Domestic Insurers. The
authority to invest in subsidiaries under RSA 401-B:2, II is in addition to any
authority to invest in subsidiaries which may be contained in any other
provision of Title XXXVII.
Source. #1900, eff 1-1-82; ss by #4287, eff 7-1-87;
ss by #5652, eff 7-1-93; ss by #6985, eff 5-1-99, EXPIRED: 5-1-07
New. #8910, eff 7-1-07; ss by #10450, eff 1-1-14;
ss by #13692, eff 7-21-23
Ins
1501.08 Acquisition of Control ‑ Statement Filing. A
person required to file a statement pursuant to RSA 401‑B:3 shall furnish the required information on Form A, hereby made a part of
this rule. Such person shall also furnish the required information
on Form E, hereby made a part of this rule and described in Ins 1501.11.
Source. #1900, eff 1-1-82; ss by #4287, eff 7-1-87; ss
by #5652, eff 7-1-93; ss by #6985, eff 5-1-99, EXPIRED: 5-1-07
New. #8910, eff 7-1-07; ss by #10450, eff 1-1-14;
ss by #13692, eff 7-21-23
Ins
1501.09 Amendments to Form A. The applicant
shall promptly advise the commissioner 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
commissioner's disposition of the application.
Source. #1900, eff 1-1-82; ss by #4287, eff 7-1-87;
ss by #5652, eff 7-1-93; ss by #6985, eff 5-1-99, EXPIRED: 5-1-07
New. #8910, eff 7-1-07; ss by #10450, eff 1-1-14;
ss by #13692, eff 7-21-23
Ins 1501.10 Acquisition of Persons Controlling a
Domestic Insurer.
(a) If
the person being acquired is deemed to be a "domestic insurer" solely
because of the provisions of RSA 401-B:3, I(d), the name of the domestic
insurer on the cover page should be indicated as follows:
,
a subsidiary of
(Insert name of insurance
company)
(Insert name of corporation)
(b) Where a
RSA 401-B:3, I(d) insurer is being acquired, references to "the
insurer" contained in Form A shall refer to both the domestic subsidiary
insurer and the person being acquired.
Source. #1900, eff 1-1-82; ss by #4287, eff 7-1-87;
ss by #5652, eff 7-1-93; ss by #6985, eff 5-1-99, EXPIRED: 5-1-07
New. #8910, eff 7-1-07, eff 7-1-07; ss by #10450,
eff 1-1-14; ss by #13692, eff 7-21-23
Ins
1501.11 Pre-Acquisition Notification.
(a) If
a domestic insurer, including any person controlling a domestic insurer, is
proposing a merger or acquisition pursuant to RSA
401-B:3, I, that person shall file a pre-acquisition notification form, Form E,
which was developed pursuant to RSA 401-B:3-a, III(a).
(b) Additionally, if a non-domiciliary
insurer licensed to do business in this state is proposing a merger or
acquisition pursuant to RSA 401-B:3-a, that person shall file a pre-acquisition
notification form, Form E. No pre-acquisition notification form need be filed if the acquisition is beyond the scope
of RSA 401-B:3-a as set forth in RSA 401-B:3-a, II(b).
(c) In addition to the information
required by Form E, the commissioner may wish to require
an expert opinion as to the competitive impact of the
proposed acquisition.
Source. #1900, eff 1-1-82; ss by #4287, eff 7-1-87;
ss by #5652, eff 7-1-93; ss by #6985, eff 5-1-99, EXPIRED: 5-1-07
New. #8910, eff 7-1-07; ss by #10450, eff 1-1-14;
ss by #13692, eff 7-21-23
Ins
1501.12 Annual Registration of Insurers ‑ Statement Filing. An insurer required to file an annual
registration statement pursuant to RSA 401‑B:4, shall furnish the
required information on Form B, hereby made a part of these rules.
Source. #1900, eff 1-1-82; ss by #4287, eff 7-1-87;
ss by #5652, eff 7-1-93; ss by #6985, eff 5-1-99, EXPIRED: 5-1-07
New.
#8910, eff 7-1-07; ss by #10450, eff
1-1-14; ss by #13692, eff 7-21-23
Ins
1501.13 Summary of Registration ‑ Statement Filing. An
insurer required to file an annual registration statement pursuant to RSA
401-B:4 is also required to furnish information required on Form C, hereby made
a part of these rules.
Source. #1900, eff 1-1-82; ss by #4287, eff 7-1-87;
ss by #5652, eff 7-1-93; ss by #6985, eff 5-1-99, EXPIRED: 5-1-07
New. #8910, eff
7-1-07; ss by #10450, eff 1-1-14; ss by #13692, eff 7-21-23
Ins
1501.14 Amendments to Form B.
(a) An
amendment to Form B shall be filed within 15 days after the end of any month in
which there is a material change to the information
provided in the annual registration statement.
(b) Amendments
shall be filed in the Form B format with only those items which are being
amended reported. Each amendment shall
include at the top of the cover page "Amendment No. (insert number) to
Form B for (insert year)" and shall indicate the date of the change and
not the date of the original filings.
Source. #1900, eff 1-1-82; ss by #4287, eff 7-1-87;
ss by #5652, eff 7-1-93; ss by #6985, eff 5-1-99, EXPIRED: 5-1-07
New. #8910, eff
7-1-07; ss by #10450, eff 1-1-14; ss by #13692, eff 7-21-23
Ins
1501.15 Alternative and Consolidated Registrations.
(a) Any
authorized insurer may file a registration statement on behalf of any
affiliated insurer or insurers which are required to register under RSA 401-B:4. A registration statement may
include information not required by the Act regarding any insurer in the
insurance holding company system even if the insurer is not authorized to do
business in this state. In lieu of filing a registration statement
on Form B, the authorized insurer may file a copy of the registration statement
or similar report which it is required to file in its state of domicile,
provided:
(1) The
statement or report contains substantially similar information required to be
furnished on Form B; and
(2) The filing
insurer is the principal insurance company in the insurance holding company
system.
(b) The
question of whether the filing insurer is the principal insurance
company in the insurance holding company system
is a question of fact and an insurer filing a registration statement or report
in lieu of Form B on behalf of an affiliated insurer, shall set forth a brief
statement of facts which will substantiate the filing insurer's claim that it,
in fact, is the principal insurer in the insurance holding company system.
(c) With
the prior approval of the commissioner, an authorized insurer may follow any of
the procedures which could be done by an authorized insurer under Ins
1501.15(a).
(d) Any insurer may take advantage of
the provisions of RSA 401‑B:4, VIII and IX without obtaining the prior
approval of the commissioner. The commissioner, however,
reserves the right to require individual filings if he or she deems such
filings necessary in the interest of clarity, ease of administration or the
public good.
Source. #1900, eff 1-1-82; ss by #4287, eff 7-1-87;
ss by #5652, eff 7-1-93; ss by #6985, eff 5-1-99, EXPIRED: 5-1-07
New. #8910, eff
7-1-07; ss by #10450, eff 1-1-14; ss by #13692, eff
7-21-23
Ins 1501.16 Disclaimers and Termination of Registration.
(a) A
disclaimer of affiliation or a request for termination of registration claiming
that a person does not, or will not upon the taking of
some proposed action, control another person, hereinafter referred to as the
"subject", shall contain the following information:
(1) The
number of authorized, issued and outstanding
voting securities of the subject;
(2) With respect to the person whose
control is denied and all affiliates of such person, the number and percentage
of shares of the subject's voting securities which are held of record or known
to be beneficially owned, and the number
of such shares concerning which there is a right to acquire, directly or
indirectly;
(3) All
material relationships and bases for
affiliation between the subject and the person whose control is denied and all
affiliates of such person; and
(4) A
statement explaining why the person
should not be considered to control the subject.
(b) A request for termination of registration shall be deemed to
have been granted unless the commissioner, within 30 days after receipt of the
request, notifies the registrant otherwise.
Source. #1900, eff 1-1-82; ss by #4287, eff 7-1-87;
ss by #5652, eff 7-1-93; ss by #6985, eff 5-1-99, EXPIRED: 5-1-07
New. #8910, eff
7-1-07; ss by #10450, eff 1-1-14; ss by#10450, eff 1-1-14;
ss by #13692, eff 7-21-23
Ins
1501.17 Transactions Subject to Prior Notice ‑ Notice Filing.
(a) An
insurer required to give notice of a proposed transaction pursuant to RSA
401‑B:5 shall furnish the required information on Form D, hereby made a
part of these rules.
(b) Agreements
for cost sharing services and management services shall at
a minimum and as applicable:
(1) Identify the
person providing services and the nature of such services;
(2) Set
forth the methods to allocate costs;
(3) Require
timely settlement, not less frequently than on a
quarterly basis, and compliance with the requirements in the NAIC Accounting
Practices and Procedures Manual;
(4) Prohibit
advancement of funds by the insurer to the affiliate except to pay for services
defined in the agreement;
(5) State
that the insurer will maintain oversight for functions provided to the insurer
by the affiliate and that the insurer will monitor services annually for
quality assurance;
(6) Define
records and data of the insurer to include all records and data developed or
maintained under or related to
the agreement that are otherwise the property of the insurer, in whatever form
maintained, including, but not limited to, claims and claim files, policyholder
lists, application files, litigation files, premium records, rate books,
underwriting manuals, personnel records, financial records or similar records
within the possession, custody or control of the affiliate;
(7) Specify
that all books and records of the insurer are
and remain the property of the insurer and:
a. Are subject to control of
the insurer;
b. Are identifiable; and
c. Are segregated from
all other persons records and data or are readily capable of segregation at no
additional cost to the insurer;
(8) State
that all funds and invested assets of the insurer are the exclusive property of
the insurer, held for the benefit of the insurer and are subject to the control
of the insurer;
(9) Include
standards for termination of the agreement with and without cause;
(10) Include
provisions for indemnification of the insurer in the event of gross negligence
or willful misconduct on the part of the affiliate providing the services and
for any actions by the affiliate that violate provisions of
the agreement required in Subsections Ins 1501.17(b)(11), Ins 1501.17(b)(12),
Ins 1501.17(b)(13), Ins 1501.17(b)(14) and Ins 1501.17(b)(15) of this rule;
(11) Specify
that, if the insurer is placed in supervision, seizure, conservatorship or
receivership pursuant to RSA
402-C:
a. All of the rights of the insurer under the agreement extend
to the receiver or commissioner to the extent permitted by RSA 402-C;
b. All
records and data of the insurer shall be identifiable and segregated from all
other persons records and data or readily capable of segregation at no
additional cost to the receiver or the commissioner;
c. A complete set of records and data of the
insurer will immediately be made available to the receiver or the commissioner,
shall be made available in a usable format and shall be turned over to the
receiver or commissioner immediately upon the receiver or the commissioners
request, and the cost to transfer data to the receiver or the commissioner
shall be fair and reasonable; and
d. The affiliated person(s) will make available
all employees essential to the operations of the insurer and the services
associated therewith for the immediate continued performance of the essential
services ordered or directed by the receiver or commissioner;
(12) Specify
that the affiliate has no automatic right
to terminate the agreement if the insurer is placed in receivership pursuant to
RSA 402-C; and
(13) Specify
that the affiliate will provide the essential services for a minimum period of time [specified in the agreement] after
termination of the agreement, if the insurer is placed into
supervision, seizure, conservatorship or receivership pursuant to RSA 402-C, as
ordered or directed by the receiver or commissioner.
Performance of the essential services will continue to be provided without
regard to pre-receivership unpaid fees, so long as the affiliate continues to
receive timely payment for post-receivership services rendered, and unless
released by the receiver, commissioner or supervising court;
(14)
Specify that the affiliate will continue to maintain any systems, programs or
other infrastructure, notwithstanding supervision, seizure, conservatorship or
receivership pursuant to RSA 402-C, and will make them available to the
receiver or commissioner as ordered or directed by the receiver or commissioner
for so long as the affiliate continues to receive timely payment for
post-receivership services rendered, and unless released by the receiver,
commissioner or supervising court; and
(15) Specify that, in furtherance of the
cooperation between the receiver and the affected guaranty association(s) and
subject to the receivers authority over the insurer, if the insurer is placed
into supervision, seizure, conservatorship or receivership pursuant to RSA
402-C, and portions of the insurers policies or contracts are eligible for
coverage by one or more guaranty associations, the affiliate's commitments
under Subsections Ins 1501.17(b)(11), Ins 1501.17(b)(12), Ins 1501.17(b)(13)
and Ins 1501.17(b)(14) of this rule will extend to such guaranty association(s).
Source. #1900, eff 1-1-82; ss by #4287, eff 7-1-87;
ss by #5652, eff 7-1-93; ss by #6985, eff 5-1-99, EXPIRED: 5-1-07
New.
#8910, eff 7-1-07; ss by#10450, eff 1-1-14;
ss by #13692, eff 7-21-23
Ins
1501.18 Enterprise Risk Report. The ultimate
controlling person of an insurer required to file an enterprise risk report
pursuant to RSA 401-B:4, XII shall furnish the required information on Form F,
hereby made a part of these rules.
Source. #1900, eff 1-1-82; ss by #4287, eff 7-1-87;
ss by #5652, eff 7-1-93; ss by #6985, eff 5-1-99, EXPIRED: 5-1-07
New.
#8910, eff 7-1-07; ss by#10450, eff 1-1-14;
ss by #13692, eff 7-21-23
Ins
1501.19 Group Capital Calculation.
(a) Where
an insurance holding company system has previously filed the annual group
capital calculation at least once, the lead state commissioner has the
discretion to exempt the ultimate controlling person from filing the annual
group capital calculation if the lead state commissioner makes a determination
based upon that filing that the insurance holding company system meets all of
the following criteria:
(1) Has
annual direct written and unaffiliated assumed premium (including international
direct and assumed premium), but excluding premiums reinsured with the Federal
Crop Insurance Corporation and Federal Flood Program, of less than
$1,000,000,000;
(2) Has no insurers within its holding company
structure that are domiciled outside of the United States or one of its
territories;
(3) Has no banking, depository or other financial
entity that is subject to an identified regulatory capital framework
within its holding company structure;
(4) The holding company system attests that there
are no material changes in the transactions between insurers and
non-insurers in the group that have occurred since the last filing of the
annual group capital; and
(5) The non-insurers
within the holding company system do not pose a material financial risk to the
insurers ability to honor policyholder obligations.
(b) Where
an insurance holding company system has previously filed the annual group
capital calculation at least once, the lead state commissioner has the
discretion to accept in lieu of the group capital calculation a limited group
capital filing if:
(1) The
insurance holding company system has annual direct written and unaffiliated
assumed premium (including international direct
and assumed premium), but excluding premiums reinsured with the Federal Crop
Insurance Corporation and Federal Flood Program, of less than $1,000,000,000,
and all of the following additional criteria are met:
a. Has no insurers within its holding company
structure that are domiciled outside of the United States or one of its
territories;
b. Does not
include a banking, depository or other financial entity that is subject to an
identified regulatory capital framework; and
c. The holding company system attests that there
are no material changes in transactions between insurers and non-insurers in
the group that have occurred since the last filing of the report to the lead
state commissioner and the non-insurers within the holding company system do
not pose a material financial risk to the insurers ability to honor
policyholder obligations.
(c) For
an insurance holding company that has previously met an exemption with respect
to the group capital calculation pursuant to Section Ins 1501.19(a) or Ins
1501.19(b) of this rule, the lead state commissioner may require at any time
the ultimate controlling person to file an annual group capital calculation,
completed in accordance with the NAIC Group Capital Calculation Instructions,
if any of the following criteria are met:
(1) Any
insurer within the insurance holding company system is in a Risk-Based Capital
action level event as set forth in RSA 404-F:3
or a similar standard for a non-U.S. insurer; or
(2) Any
insurer within the insurance holding
company system meets one or more of the standards of an insurer deemed to be in
hazardous financial condition as defined in Ins 2900; or
(3) Any
insurer within the insurance holding company system otherwise
exhibits qualities of a troubled insurer as determined by the lead state
commissioner based on unique circumstances including, but not limited to, the
type and volume of business written, ownership and organizational structure,
federal agency requests, and international supervisor requests.
(d) A
non-U.S. jurisdiction is considered to recognize and accept the group capital
calculation if it satisfies the following criteria:
(1) With respect to RSA 401-B:4,
XII(b)(4):
a. The non-U.S. jurisdiction recognizes the U.S.
state regulatory approach to group supervision and group capital, by providing
confirmation by a competent regulatory authority, in such jurisdiction, that
insurers and insurance groups whose lead state is accredited by the NAIC under
the NAIC Accreditation Program shall be subject only to worldwide prudential
insurance group supervision including worldwide group governance, solvency and
capital, and reporting, as applicable, by the lead state and will not be
subject to group supervision, including worldwide group governance, solvency and
capital, and reporting, at the level of the worldwide parent undertaking of the
insurance or reinsurance group by the non-U.S. jurisdiction; or
b. Where no U.S. insurance groups operate in the
non-U.S. jurisdiction, that non-U.S. jurisdiction indicates formally in writing
to the lead state with a copy to the International Association of Insurance
Supervisors that the group capital calculation is an acceptable international
capital standard. This will serve as the documentation otherwise required in
Ins 1501.19(d)(1)(a).
(2) The non-U.S. jurisdiction provides
confirmation by a competent regulatory authority in such jurisdiction that
information regarding insurers and their parent, subsidiary, or affiliated
entities, if applicable, shall be provided to the lead state commissioner in
accordance with a memorandum of understanding or similar document between the
commissioner and such jurisdiction, including but not limited to the
International Association of Insurance Supervisors Multilateral Memorandum of
Understanding or other multilateral memoranda of understanding coordinated by
the NAIC. The commissioner shall determine, in consultation with the NAIC
Committee Process, if the requirements of the information sharing agreements
are in force.
(e) A
list of non-U.S. jurisdictions that recognize
and accept the group capital calculation will be published through the NAIC Committee Process:
(1) A
list of jurisdictions that recognize and accept the group capital calculation
pursuant to RSA 401-B:4, XII(b)(3), is published through the NAIC Committee
Process to assist the lead state commissioner in determining which insurers
shall file an annual group capital calculation. The list will clarify those
situations in which a jurisdiction is exempted from filing under RSA 401-B:4,
XII(b)(3). To assist with a determination under RSA 401-B:4, XII(b)(3), the
list will also identify whether a jurisdiction that is exempted under either
RSA 401:B:4, XII(b)(1) and RSA 401:B:4, XII(b)(2) requires a group capital
filing for any U.S. based insurance groups operations in that non-U.S.
jurisdiction.
(2) For a non-U.S. jurisdiction where no U.S.
insurance groups operate, the confirmation provided
to meet the requirement of RSA 405:47, IV-b.(a)(8), RSA
405:47, IV-b.(b), RSA 405:47, IV-b.(c) and RSA 405:47, IV-b.(d) will serve
as support for recommendation to be published as a jurisdiction that
recognizes and accepts the group capital calculation through the NAIC
Committee Process.
(3) If
the lead state commissioner makes a determination pursuant to RSA 405:47,
IV-b.(a)(8), RSA 405:47, IV-b.(b), RSA 405:47, IV-b.(c) and RSA 405:47,
IV-b.(d) that differs from the NAIC List, the lead state commissioner shall
provide thoroughly documented justification to the NAIC and other states.
(4) Upon
determination by the lead state commissioner that a non-U.S. jurisdiction no
longer meets one or more of the requirements to recognize and accept the
group capital calculation, the lead state commissioner may provide a
recommendation to the NAIC that the non-U.S. jurisdiction be removed from the
list of jurisdictions that recognize and accepts the group capital
calculation.
Source. 13692, eff 7-21-23
Ins
1501.20 Extraordinary Dividends and Other Distributions.
(a) Requests
for approval of extraordinary dividends or any other extraordinary distribution
to shareholders shall include the following:
(1) The
amount of the proposed dividend;
(2) The
date established for payment of the dividend;
(3) A
statement as to whether the dividend or distribution is to be in cash or other
property and, if in property:
a. A description thereof;
b. Its
cost; and
c. Its
fair market value together with an explanation of the basis for valuation;
(4) A
copy of the calculations determining that the proposed dividend is
extraordinary. The work paper shall include the following
information:
a. The
amounts, dates and form of payment of all dividends or distributions, including
regular dividends but excluding distributions of the insurer's own securities,
paid within the period of 12 consecutive months ending on the date fixed for
payment of the proposed dividend for which approval is sought and commencing on
the day after the same day of the same month in the last preceding year;
b. Surplus
as regards policyholders (total capital and surplus) as of the 31st day of
December next preceding;
c. If
the insurer is a life insurer, the net gain from
operations for the 12 month period ending the 31st day
of December next preceding;
d. If
the insurer is not a life insurer, the net income less realized capital gains
for the 12 month period ending the 31st day
of December next preceding and the 2 preceding 12 month
periods; and
e. If
the insurer is not a life insurer, the dividends paid to stockholders excluding
distributions of the insurers own securities in the preceding 2 calendar
years.
(5) A
balance sheet and statement of income for the period intervening from the last
annual statement filed with the commissioner and the end of the month preceding
the month in which the request for dividend approval is submitted; and
(6) A
brief statement as to the effect of the proposed dividend upon the
insurer's surplus and the reasonableness of surplus in relation to the
insurer's outstanding liabilities and the adequacy of surplus relative to the
insurer's financial needs.
(b) Subject
to RSA 401-B:5, V, each registered insurer shall report to the
commissioner all dividend and other distributions to shareholders
within 15 business days following the declaration thereof, including the same
information required by Ins 1501.20 (a)(4).
Source. #10450, eff 1-1-14 (from Ins 1501.19); ss by
#13692, eff 7-21-23 (formerly Ins 1501.19)
Ins
1501.21 Adequacy of Surplus. The factors
set forth in RSA 401-B:5, IV are not intended to be an exhaustive
list. In determining the adequacy and reasonableness of an insurer's
surplus no single factor is necessarily controlling. The
commissioner instead will consider the net effect of all of
these factors plus other factors bearing on the financial condition of the
insurer. In comparing the surplus maintained by other insurers, the
commissioner will consider the extent to which each of these factors varies
from company to company and in determining the quality and liquidity of
investments in subsidiaries, the commissioner will consider the individual
subsidiary and may discount or disallow its valuation to the extent that the
individual investments so warrant.
Source. #13692, eff 7-21-23 (formerly Ins 1501.20)
Ins
1501.22 Waiver or Suspension of Rules.
(a) The commissioner, upon the commissioners own
initiative or upon request by an insurer, shall waive any requirement of this
chapter if such waiver does not contradict the objective or intent of the rule
and:
(1) Applying
the rule provision would cause confusion or would be misleading to
consumers;
(2) The rule provision is in whole or in part inapplicable to the given
circumstances;
(3) There are specific
circumstances unique to the situation such that strict compliance with the rule would be onerous without promoting the objective or intent of the
rule
provision; or
(4) Any other similar extenuating circumstances
exist such that application of an alternative standard or procedure better promotes the objective or intent of the
rule provision.
(b) No requirement prescribed by statute shall be
waived unless expressly authorized by law.
(c) Any person or entity seeking a waiver shall
make a request in writing to the commissioner.
(d) A request for a waiver shall specify the
basis for the waiver and proposed alternative, if any.
(e) Waivers that are granted
shall be in effect for the period of time requested
and approved by the commissioner.
Source. #13692, eff 7-21-23
Form A
STATEMENT
REGARDING THE ACQUISITION OF
CONTROL
OF OR MERGER WITH A DOMESTIC INSURER
_____________________________________
Name
of Domestic Insurer
BY
____________________________________
Name
of Acquiring Person (Applicant)
Filed with the Insurance
Department of the State of
New Hampshire
Dated: , 20___
Name, Title, Address and
Telephone Number of Individual to Whom Notices and Correspondence Concerning
this Statement Should be Addressed:
____________________________________________________________________________
____________________________________________________________________________
____________________________________________________________________________
____________________________________________________________________________
ITEM 1. METHOD OF
ACQUISITION
State
the name and address of the domestic insurer to which this application relates
and a brief description of how control is to be acquired.
ITEM 2. 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 5 years or for such lesser period as such person and any
predecessors thereof 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, nature of
proceedings and the date when commenced.
ITEM 3. IDENTITY AND BACKGROUND OF INDIVIDUALS 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 (s)he is an individual or (2) all persons who are directors,
executive officers or owners of 10 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 5 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.
(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.
ITEM 4. 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[s] of
acquiring, holding or trading securities, furnish a description of the
transaction, the names of the parties thereto, 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 thereto.
(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, he must specifically request that the identity be kept
confidential.
ITEM 5. 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 persons or to make any other material change
in its business operations or corporate structure or management.
ITEM 6. 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 Item 3 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.
ITEM 7. OWNERSHIP
OF VOTING SECURITIES
State
the amount of each class of any voting security of the insurer which is
beneficially owned or concerning which there is a right to acquire beneficial
ownership by the applicant, its affiliates or any person listed in Item 3.
ITEM 8. 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 Item 3 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 the contracts, arrangements or
understandings have been entered into.
ITEM 9. 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 Item 3 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.
ITEM 10. 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
Item 3, or by anyone based upon interviews or at the suggestion of the
applicant, its affiliates or any person listed in Item 3 during the 12 calendar
months preceding the filing of this statement.
ITEM 11. 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 thereto.
ITEM 12. FINANCIAL
STATEMENTS AND EXHIBITS
(a) Financial
statements, exhibits and 3-year financial projections of the insurer(s) shall
be attached to this statement as an appendix, but list under this item the
financial statements and exhibits so attached.
(b) The
financial statements shall include the annual financial statements of the
persons identified in Item 2(c) for the preceding 5 fiscal years (or for such
lesser period as such applicant and its affiliates and any predecessors thereof
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 commissioner otherwise requires, on a consolidated basis
if consolidated statements are prepared in the usual course of business.
(c) 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 rules of the state.
(d) 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 2 fiscal years, and any additional documents or papers required by
Form A or rule Ins 1501.03 and Ins 1501.05.
ITEM 13. 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.
ITEM 14. SIGNATURE
AND CERTIFICATION
Signature
and certification required as follows:
SIGNATURE
Pursuant
to the requirements of RSA 401-B:3 __________________has caused this
application to be duly signed on its behalf in the City of
___________________and State of ___________________ on the day of _________
, 20 _______ .
(SEAL)
___________________________________________
Name
of Applicant
BY
_______________________________________________
(Name)(Title)
Attest:
___________________________
(Signature of Officer)
___________________________
(Title)
CERTIFICATION
The
undersigned deposes and says that (s)he has duly executed the attached
application dated ________________, 20 _______, for and on behalf of
____________________ (Name of Applicant); that (s)he is the
_____________________(Title of Officer) of such company and that (s)he is
authorized to execute and file such instrument. Deponent further
says that (s)he is familiar with the instrument and the contents thereof, and
that the facts therein set forth are true to the best of his/her knowledge,
information and belief.
(Signature)
___________________________________________
(Type
or print name beneath) _____________________________
Form B
INSURANCE
HOLDING COMPANY SYSTEM
ANNUAL
REGISTRATION STATEMENT
Filed
with the Insurance Department of the State of
New
Hampshire
BY
________________________________________
Name
of Registrant
On Behalf of the Following Insurance Companies
Name Address
____________________________________________________
____________________________________________________
____________________________________________________
____________________________________________________
Date:__________________,
20____
Name, Title, Address and
Telephone Number of Individual to Whom Notices and Correspondence Concerning
This Statement Should Be Addressed:
_________________________________________
_________________________________________
_________________________________________
_________________________________________
ITEM 1. IDENTITY
AND CONTROL OF REGISTRANT
Furnish
the exact name of each insurer registering or being registered (hereinafter
called "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.
ITEM 2. ORGANIZATIONAL
CHART
Furnish
a chart or listing clearly presenting the identities
of and interrelationships among all affiliated persons within the insurance
holding company system. 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 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.
ITEM 3. THE
ULTIMATE CONTROLLING PERSON
As to
the ultimate controlling person in the insurance holding company system furnish
the following information:
(a) Name;
(b) Home
office address;
(c) Principal
executive office address;
(d) The
organizational structure of the person, i.e., corporation, partnership,
individual, trust, etc.;
(e) The
principal business of the person;
(f) The
name and address of any person who holds or owns 10 percent or more of any
class of voting security, the class of such security, the number of shares held
of record or known to be beneficially owned, and the percentage of class so
held or owned; and
(g) If
court proceedings involving a reorganization or liquidation are pending,
indicate the title and location of the court, the nature of proceedings and the
date when commenced.
ITEM 4. BIOGRAPHICAL
INFORMATION
If the
ultimate controlling person is a corporation, an organization, a 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 5 years, and any conviction of crimes other than minor traffic
violations. If the ultimate controlling person is an individual,
furnish the individuals name and address, his or her principal occupation and
all offices and positions held during the past 5 years, and any convictions of
crimes other than minor traffic violations.
ITEM 5. TRANSACTIONS
AND AGREEMENTS
Briefly
describe the following statements in force, and transactions currently
outstanding or which have occurred during the last calendar year between the
registrant 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) Purchases,
sales or exchanges of assets;
(c) Transactions
not in the ordinary course of business;
(d) 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;
(e) All
management agreements, service contracts and all cost-sharing
arrangements;
(f) Reinsurance
agreements;
(g) Dividends
and other distributions to shareholders;
(h) Consolidated
tax allocation agreements; and
(i) Any pledge of the registrant's stock and/or
of the stock of any subsidiary or controlling affiliate, for a loan made to any member of the insurance holding company system.
No information need be disclosed if such
information is not material for purposes of RSA 401-B:4.
Sales,
purchases, exchanges, loans or extensions of credit, investments or
guarantees involving one-half of one percent or less of the registrant's
admitted assets as of the 31st day of December next preceding shall not be
deemed material.
The
description shall be in a manner as to permit the proper evaluation thereof by
the Commissioner, and shall 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 identify of all parties to the
transaction, and relationship of the affiliated parties to the registrant.
ITEM 6. LITIGATION
OR ADMINISTRATIVE PROCEEDINGS
A brief
description of any litigation or administrative proceedings of the following
types, either then pending or concluded within the first
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
such 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:
(a) Criminal
prosecutions or administrative proceedings by any government agency or
authority which may be relevant to the trustworthiness of any party thereto;
and
(b) 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.
ITEM 7. STATEMENT
REGARDING PLAN OR SERIES OF TRANSACTIONS
The
insurer shall 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 services of like transactions,
the purpose of which is to avoid statutory threshold amounts and the review
that might otherwise occur.
ITEM 8. FINANCIAL
STATEMENTS AND EXHIBITS
(a) Financial statements and exhibits should be attached to this
statement as an appendix, but list under this item the financial statements and
exhibits so attached.
(b) If
the ultimate controlling person is a corporation, an organization, a limited liability
company, or other legal entity, the financial statements shall include the
annual financial statements of the ultimate controlling person in the insurance
holding company system as of the end of the person's latest fiscal year.
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 shall be filed for any
subsequent period to the extent such information is available. Such
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.
Other
than with respect to the foregoing, such financial statement shall 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 Commissioner or audited GAAP financial statements shall
be deemed to be an appropriate form and format.
Unless
the commissioner otherwise permits, the annual financial statements shall 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 which is 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
accordance with requirements of insurance or other accounting principles
prescribed or permitted under the law and rules of that state.
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 shall be conducted in accordance with
standards for review of personal financial statements published in the Personal
Financial Statements Guide by the American Institute of Certified
Public Accountants. Personal financial statements shall be
accompanied by the independent public accountants
Standard Review Report stating that the accountant is not aware of any material
modifications that should be made to the financial statements in order for the statements to be in conformity with
generally accepted accounting principles.
(c) Exhibits
shall include copies of the latest annual reports to shareholders of the
ultimate controlling person and proxy material
used by the ultimate controlling person; and any additional documents or papers
required by Form B or Ins 1501.03 and Ins 1501.05.
ITEM 9. FORM
C REQUIRED
A Form
C, Summary of Registration Statement, must be prepared and filed with
this Form B.
ITEM 10. SIGNATURE
AND CERTIFICATION
Signature
and certification required as follows:
SIGNATURE
Pursuant
to the requirements of RSA 401-B:4, registrant has caused this annual
registration statement to be duly signed on its behalf in
the city of _________________ and state of
__________________on the ______day of ___________, 20_____.
(SEAL)
_______________________________
Name
of Applicant
BY
___________________________________
(Name)(Title)
Attest:
______________________________________
(Signature of Officer)
ญญญญญญญญ______________________________
(Title)
CERTIFICATION
The undersigned deposes and says that (s)he has duly executed the attached
annual registration statement dated ___________, 20___, for and on behalf of
___________________(Name of Applicant); that (s)he is the
_______________________(Title of Officer) of such company and that (s)he is
authorized to execute and file such instrument. Deponent further
says that (s)he is familiar with such instrument and the contents thereof, and
that the facts therein set forth are true to the best of his/her knowledge,
information and belief.
(Signature)
______________________________________
(Type
or print name beneath) ________________________________
Form C
SUMMARY
OF CHANGES TO REGISTRATION STATEMENT
Filed
with the Insurance Department of the State of
New
Hampshire
BY
_____________________________________________
of __________________
Name
of Registrant
On
Behalf of the Following Insurance Companies
Name Address
_________________________________________
_________________________________________
_________________________________________
Date:
_________________ 20_____
Name,
Title, Address and Telephone Number of Individual to Whom Notices and
Correspondence Concerning This Statement Should Be Addressed:
_________________________________________________
_________________________________________________
_________________________________________________
_________________________________________________
Furnish
a brief description of all items in the current annual registration statement
which represent changes from the prior year's annual registration
statement. The description shall be in a manner as to permit the
proper evaluation thereof by the commissioner, and
shall include specific references to item numbers in the annual registration
statement and to the terms contained therein.
Changes
occurring under Item 2 of Form B insofar as changes in the percentage of each
class of voting securities held by each affiliate is
concerned, need only be included where such changes are ones which result in
ownership or holdings of 10 percent or more of voting securities, loss or
transfer of control, or acquisition or loss of partnership interest.
Changes
occurring under Item 4 of Form B need only be included where an individual is,
for the first time, made a director or executive
officer of the ultimate controlling person; a director or executive officer
terminates his or her responsibilities with the ultimate controlling person; or
in the event an individual is named president of the ultimate controlling
person.
If a
transaction disclosed on the prior year's annual
registration statement has been changed, the nature of such change shall be
included. If a transaction disclosed on the prior year's annual
registration statement has been effectuated, furnish
the mode of completion and any flow of funds between affiliates resulting from
the transaction.
The
insurer shall 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
whose purpose it is to avoid statutory threshold
amounts and the review that might otherwise occur.
SIGNATURE
AND CERTIFICATION
Signature
and certification required as follows:
Pursuant
to the requirements of RSA 401-B:4, registrant has caused this annual
registration statement to be duly signed on its behalf in
the city of __________________and state of _____________________on the _____day
of ____________, 20_____.
(SEAL) ___________________________________
Name of Applicant
BY _______________________________________
(Name)(Title)
Attest:
___________________________
(Signature
of Officer)
___________________________
(Title)
CERTIFICATION
The undersigned deposes and says that (s)he has duly executed the attached
annual registration statement dated ___________________, 20____, for and on
behalf of ____________________(Name of Applicant); that (s)he is the
_______________________(Title of Officer) of such company and that (s)he is
authorized to execute and file such instrument. Deponent further
says that (s)he is familiar with such instrument and the contents thereof, and
that the facts therein set forth are true to the best of his/her knowledge,
information and belief.
(Signature) ___________________________________
(Type or print name beneath)______________________________
Form D
PRIOR
NOTICE OF A TRANSACTION
Filed
with the Insurance Department of the State of
New
Hampshire
BY
_______________________________________________
Name
of Registrant
On Behalf of the Following
Insurance Companies
Name Address
____________________________________________
____________________________________________
____________________________________________
____________________________________________
Date: _________________
20_____
Name, Title, Address and
Telephone Number of Individual to Whom Notices and Correspondence Concerning
This Statement Should Be Addressed:
______________________________________________
______________________________________________
______________________________________________
______________________________________________
ITEM 1. IDENTITY
OF PARTIES TO TRANSACTION
Furnish the following information for each of the parties to the
transaction:
(a) Name;
(b) Home office address;
(c) Principal executive office address;
(d) The
organizational structure, i.e. corporation, partnership, individual,
trust, etc.;
(e) A
description of the nature of the parties' business operations;
(f) Relationship,
if any, of other parties to the transaction to the insurer filing the notice,
including any ownership or debtor/creditor interest by
any other parties to the transaction in the insurer seeking approval, or by the
insurer filing the notice in the affiliated parties;
(g) Where
the transaction is with a non-affiliate, the name(s) of the affiliate(s) which
will receive, in whole or in substantial part, the proceeds of the transaction.
ITEM 2. DESCRIPTION
OF THE TRANSACTION
Furnish
the following information for each transaction for which notice is being given:
(a) A
statement as to whether notice is being given under RSA 401-B:5,
I(b)(1), (2), (3), (4) and (5);
(b) A statement of the
nature of the transaction;
(c) A
statement of how the transaction meets the fair and reasonable standard of
RSA 401-B:5, I(a)(1); and
(d) The
proposed effective date of the transaction.
ITEM 3. SALES, PURCHASES, EXCHANGES, LOANS,
EXTENSIONS OF CREDIT, GUARANTEES OR INVESTMENTS
Furnish
a brief description of the amount and source of funds, securities, property or
other consideration for the sale, purchase, exchange, loan, extension of
credit, guarantee, or investment, whether any provision exists for purchase by
the insurer filing notice, by any party to the transaction, or by any affiliate
of the insurer filing notice, a description of the terms of any securities
being received, if any, and a description of any other agreements relating to
the transaction such as contracts or agreements for services, consulting
agreements and the like. If the transaction involves other than
cash, furnish a description of the consideration, its cost and its fair market
value, together with an explanation of the basis for evaluation.
If the
transaction involves a loan, extension of credit or a guarantee, furnish a
description of the maximum amount which the insurer will be obligated to make
available under such loan, extension of credit or guarantee, the date on which
the credit or guarantee will terminate, and any provisions for the accrual of
or deferral of interest.
If the
transaction involves an investment, guarantee or other arrangement, state the time period during which the investment, guarantee or other
arrangement will remain in effect, together with any provisions for extensions
or renewals of such investments, guarantees or arrangements. Furnish
a brief statement as to the effect of the transaction upon the insurer's
surplus.
No
notice need be given if the maximum amount which can at any time be outstanding
or for which the insurer can be legally obligated under the loan, extension of
credit or guarantee is less than (a) in the case of non-life insurers, the
lesser of 3 percent of the insurer's admitted assets or 25 percent of surplus
as regards policyholders, or (b) in the case of life insurers, 3 percent of the
insurer's admitted assets, each as of the 31st day of December next preceding.
ITEM 4. LOANS
OR EXTENSIONS OF CREDIT TO A NON-AFFILIATE
If the
transaction involves a loan or extension of credit to any person who is not an
affiliate, furnish a brief description of the agreement or understanding
whereby the proceeds of the proposed transaction, in whole or in substantial
part, are to be used to make loans or extensions of credit to, to purchase the
assets of, or to make investments in, any affiliate of the insurer making such
loans or extensions of credit, and specify in what manner the proceeds are to
be used to loan to, extend credit to, purchase assets of or make investments in
any affiliate. Describe the amount and source of funds, securities,
property or other consideration for the loan or extension of credit and, if the
transaction is one involving consideration other than cash, a description of
its costs and its fair market value together with an explanation of the basis
for evaluation. Furnish a brief statement as to the effect of the
transaction upon the insurer's surplus.
No
notice need be given if the loan or extension of credit is one which equals
less than, in the case of non-life insurers, the lesser of 3 percent of the
insurer's admitted assets or 25 percent of surplus as regards policyholders or,
with respect to life insurers, 3 percent of the insurer's admitted assets, each
as of the 31st day of December next preceding.
ITEM 5. REINSURANCE
If the
transaction is a reinsurance agreement or modification thereto, as described by
RSA 401-B:5, I(b)(3), or a reinsurance pooling agreement or modification
thereto as described in RSA 401-B:5, I(b)(3), furnish a description of the
known and/or estimated amount of liability to be ceded and/or
assumed in each calendar year, the period of time during which the agreement
will be in effect, and a statement whether an agreement or understanding exists
between the insurer and non-affiliate to the effect that any portion of the
assets constituting the consideration for the agreement will be transferred to
one or more of the insurer's affiliates. Furnish a brief description
of the consideration involved in the transaction, and a brief statement as to
the effect of the transaction upon the insurer's surplus.
No
notice need be given for reinsurance agreements or modifications thereto if the
reinsurance premium or a change in the insurer's liabilities,
or the projected reinsurance premium or change in the insurers liabilities in
any of the next 3 years, in connection with the reinsurance agreement or
modification thereto is less than 5 percent of the insurer's surplus as regards
policyholders, as of the 31st day of December next preceding. Notice
shall be given for all reinsurance pooling agreements include
modifications thereto.
ITEM 6. MANAGEMENT AGREEMENTS, SERVICE AGREEMENTS AND
COST-SHARING ARRANGEMENTS
For
management and services agreements, furnish:
(a) A brief
description of the managerial responsibilities, or services to be
performed;
(b) A
brief description of the agreement, including a statement of its
duration, together with brief descriptions of the basis for compensation and
the terms under which payment or compensation is to be made.
For cost-sharing arrangements, furnish:
(a) A
brief description of the purpose of the agreement;
(b) A
description of the period of time during
which the agreement is to be in effect;
(c) A
brief description of each party's expenses or costs covered by
the agreement;
(d) A
brief description of the accounting basis to be used in calculating
each party's costs under the agreement.
(e) A
brief statement as to the effect of the transaction upon the
insurers policyholder surplus;
(f) A
statement regarding the cost allocation methods that specifies
whether proposed charges are based on cost or market. If market
based, rationale for using market instead of cost, including justification for
the companys determination that amounts are fair and reasonable; and
(g) A
statement regarding compliance with the NAIC Accounting Practices and
Procedure Manual regarding expense allocation.
ITEM 7. SIGNATURE
AND CERTIFICATION
Signature
and certification required as follows:
SIGNATURE
Pursuant
to the requirements of RSA 401-B:5, _________________has caused this
application to be duly signed on its behalf in the city of
___________________________ and state of ____________________________on the
_____day of ___________________, 20_________.
(SEAL)
___________________________________
Name
of Applicant
BY
_______________________________________
(Name)(Title)
Attest:
ญญญญญญญญญญญญญญญญญ____________________________
(Signature of Officer)
____________________________
(Title)
CERTIFICATION
The
undersigned deposes and says that (s)he has duly executed the attached
application dated _______________, 20 ______, for and on behalf of
________________________(Name of Applicant); that (s)he is the (Title of
Officer) of such company and that (s)he is authorized to execute and file such
instrument. Deponent further says that (s)he is familiar with such
instrument and the contents thereof, and that the facts therein set forth are
true to the best of his/her knowledge, information and belief.
(Signature)
___________________________________
(Type
or print name beneath) ______________________________
Form E
PRE-ACQUISITION
NOTIFICATION FORM
REGARDING
THE POTENTIAL COMPETITIVE IMPACT
OF A
PROPOSED MERGER OR ACQUISITION BY A
NON-DOMICILIARY
INSURER DOING BUSINESS IN THIS STATE
OR BY
A DOMESTIC INSURER
________________________________________________________
Name
of Applicant
_________________________________________________________
Name
of Other Person
Involved
in Merger or Acquisition
Filed
with the Insurance Department of the State of New Hampshire
Dated: ______________________,
20 ____________
Name,
title, address and telephone number of person
completing this statement:
____________________________________________
____________________________________________
____________________________________________
____________________________________________
ITEM 1. NAME
AND ADDRESS
State
the names and addresses of the persons who hereby
provide notice of their involvement in a pending acquisition or change in
corporate control.
ITEM 2. NAME AND
ADDRESSES OF AFFILIATED COMPANIES
State
the names and addresses of the persons affiliated with those listed in Item
1. Describe their affiliations.
ITEM 3. NATURE
AND PURPOSE OF THE PROPOSED MERGER OR ACQUISITION
State
the nature and purpose of the proposed merger or acquisition.
ITEM 4. NATURE
OF BUSINESS
State
the nature of the business performed by
each of the persons identified in response to Item 1
and Item 2.
ITEM 5. MARKET
AND MARKET SHARE
State
specifically what market and market share in each relevant insurance market the
persons identified in Item 1 and Item 2 currently enjoy
in this state. Provide historical market and market share data for
each person identified in Item 1 and Item 2 for the past 5 years and identify
the source of such data. Provide a determination as to whether the
proposed acquisition or merger, if consummated, would violate the competitive
standards of the state as stated in RSA 401-B:3-a, IV. If the
proposed acquisition or merger would violate
competitive standards, provide justification of why the acquisition or merger
would not substantially lessen competition or create a monopoly in the state.
For
purposes of this question, market means direct
written insurance premium in this state for a line of business as contained in
the annual statement required to be filed by insurers licensed to do
business in this state.
Form F
ENTERPRISE RISK REPORT
BY
_______________________________________________
Name
of Registrant/Applicant
On Behalf of/Related to the
Following Insurance Companies
Name Address
____________________________________________
____________________________________________
____________________________________________
____________________________________________
Date: _________________________ 20___
Name, Title, Address and
Telephone Number of Individual to Whom Notices and Correspondence Concerning
This Statement Should Be Addressed:
______________________________________________
______________________________________________
______________________________________________
______________________________________________
ITEM
1. ENTERPRISE RISK
The
Registrant/Applicant, to the best of its knowledge and belief, shall provide
information regarding the following areas that could produce
enterprise risk as defined in RSA 401-B:1, VII, provided such information is
not disclosed in the Insurance Holding Company System Annual Registration Statement filed
on behalf of itself or another insurer for which it is the ultimate controlling
person:
Any
material developments regarding strategy, internal audit findings, compliance
or risk management affecting the insurance holding company system;
Acquisition
or disposal of insurance entities and
reallocating of existing financial or insurance entities within the insurance
holding company system;
Any
changes of shareholders of the insurance holding company system exceeding 10
percent or more of voting securities;
Developments
in various investigations, regulatory activities or litigation that may have a
significant bearing or impact on the insurance holding company system; Business
plan of the insurance holding company system and summarized strategies for next
12 months;
Identification
of material concerns of the insurance holding company system raised by
supervisory college, if any, in last year;
Identification
of insurance holding company system capital resources and material distribution
patterns;
Identification
of any negative movement, or discussions with rating agencies which may have cause, or may cause, potential negative movement in the
credit ratings and individual insurer financial strength ratings assessment of
the insurance holding company system (including both the rating score and
outlook);
Information
on corporate or parental guarantees throughout the holding company and the
expected source of liquidity should such guarantees be called upon; and
Identification
of any material activity or development of the insurance holding company system
that, in the opinion of senior management, could adversely affect the insurance
holding company system.
The
Registrant/Applicant may attach the appropriate form most recently filed with
the U.S. Securities and Exchange Commission, provided the Registrant/Applicant
includes specific references to those areas listed in Item 1 for which the form
provides responsive information. If the Registrant/Applicant is not
domiciled in the U.S., it may attach its most recent public audited
financial statement filed in its country of domicile, provided the
Registrant/Applicant includes specific references to those areas listed in Item
1 for which the financial statement provides responsive information.
ITEM 2: OBLIGATION
TO REPORT.
If the
Registrant/Applicant has not disclosed any information pursuant to Item 1, the
Registrant/Applicant shall include a statement affirming that, to the best of
its knowledge and belief, it has not identified enterprise risk subject to
disclosure pursuant to Item 1.
APPENDIX
|
Rule |
Specific
State Statute the Rule Implements |
|
Ins
1501.01 |
RSA
401-B |
|
Ins
1501.02 |
RSA
401-B:1 |
|
Ins
1501.03 |
RSA
401-B:3; 401-B:3-a; 401-B:4; 401-B:5 |
|
Ins
1501.04 |
RSA
401-B:3; 401-B:3-a; 401-B:4; 401-B:5 |
|
Ins
1501.05 |
RSA
401-B:3; 401-B:3-a; 401-B:4; 401-B:5 |
|
Ins
1501.06 |
RSA
401-B:3; 401-B:3-a; 401-B:4; 401-B:5 |
|
Ins
1501.07 |
RSA
401-B:2, II |
|
Ins
1501.08 |
RSA
401-B:3 |
|
Ins
1501.09 |
RSA
401-B:3, IV |
|
Ins
1501.10 |
RSA
401-B:3 |
|
Ins
1501.11 |
RSA
401-B:3-a, III |
|
Ins
1501.12 |
RSA
401-B:4 |
|
Ins
1501.13 |
RSA
401-B:4 |
|
Ins
1501.14 |
RSA
401-B:4, IV |
|
Ins
1501.15 |
RSA
401-B:4, VI & VII |
|
Ins
1501.16 |
RSA
401-B:4, V & IX |
|
Ins
1501.17 |
RSA
401-B:5; RSA 402-C |
|
Ins
1501.18 |
RSA
401-B:4, XII |
|
Ins
1501.19 |
RSA
401-B, XII; RSA 404-F; RSA 405:47 |
|
Ins
1501.20 |
RSA
401-B:5, II & II-a |
|
Ins
1501.21 |
RSA
401-B:5, III |
|
Ins
1501.22 |
RSA 400-A:15, I |
|
|
|
|
Appendices
A, B, C, D, E, F |
RSA
401-B:3; 401-B:4; 401-B:5 |