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- Alaska Statutes.
- Title 21. Insurance
- Chapter 22. Insurance Holding Companies
- Section 20. Content of Statement For Acquisition or Merger Filing.
previous: Section 10
. Filing Requirements For Acquisition of Control of or Merger With Domestic Insurer.
next: Section 30
. Hearing, Findings, and Approval.
AS 21.22.020. Content of Statement For Acquisition or Merger Filing.
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
- (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 such
individual 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,
- (A) the source, nature and amount;
- (B) a description of any transaction in which funds were or are to be obtained for any such purpose; 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 that
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, and 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
- (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 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; this description must identify the
persons with whom those 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 any acquiring party, including the dates of purchase, 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
upon 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 securityholders of the insurer or in the public interest.
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