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Except as provided in 3 AAC 21.110, an insurer required to file a statement under AS 21.22.060 shall furnish the required information on Form B, made part of this section in substantially the following form:
INSURANCE HOLDING COMPANY SYSTEM
Filed with the Insurance Division/Department of the State 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: ______________________________________________________________________________ ______________________________________________________________________________ ______________________________________________________________________________ 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 registrant; the date on which each registrant became part of the insurance holding company system; and the method by which control of each registrant as acquired and is maintained. ITEM 2. ORGANIZATION CHART Furnish a chart or listing that clearly presents the identity of and interrelationship of each affiliated person within the insurance holding company system. An affiliate need not be shown if its total assets are equal to less than one-half of one percent of the total assets of the ultimate controlling person within the insurance holding company system. The chart or listing should show the percentage of each class of voting securities of each affiliate that is directly or indirectly owned by another affiliate. If control of any person within the system is maintained other than by the ownership or control of voting securities, indicate the basis of the control. Indicate the type of organization (e.g., corporation, trust, partnership) and the state or other jurisdiction of domicile of each person specified in the chart or listing. ITEM 3. THE ULTIMATE CONTROLLING PERSON Furnish the following information about the ultimate controlling person in the insurance holding company system: (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 a person who holds or owns 10 percent or more of any class of voting security, the class of the security, the number of shares held of record or known to be beneficially owned, and the percentage of class so held or owned; and (g) if a court proceeding involving a reorganization or liquidation is pending, the title and location of the court, the nature of the proceeding, and the date when commenced. ITEM 4. BIOGRAPHICAL INFORMATION Furnish the following information for the directors and executive officers of the ultimate controlling person: the individual's name, address, and principal occupation; all offices and positions held during the past five years; and any conviction of a crime during the past 10 years, other than a minor traffic violation. ITEM 5. TRANSACTIONS, RELATIONSHIPS, AND AGREEMENTS Briefly describe the following agreements in force, relationships existing, and transactions currently outstanding or which have occurred during the last calendar year between the registrant and its affiliates: (a) a loan, other investment or purchase, or sale or exchange of securities of the affiliate by the registrant or of the registrant by its affiliate; (b) a purchase, sale, or exchange of assets; (c) a transaction not in the ordinary course of business; (d) a guarantee or undertaking for the benefit of an affiliate that results in an actual contingent exposure of the registrant's assets to liability, other than an insurance contract entered into in the ordinary course of the registrant's business; (e) a management agreement, service contract, or cost-sharing arrangement, other than a cost-allocation arrangement based upon generally accepted accounting principles; (f) a reinsurance agreement covering all or substantially all of one or more lines of insurance of the ceding company; (g) dividends and other distributions to shareholders; (h) a consolidated tax allocation agreement; and (i) a pledge of the registrant's stock or of the stock of a subsidiary or controlling affiliate for a loan made to a member of the insurance holding company system, other than a pledge to a commercial lending institution that is not affiliated with the registrant for a loan to a member of the insurance holding system made upon usual and customary terms. Information need not be disclosed if the information is not material. A sale, purchase, exchange, loan, or extension of credit or investment involving one-half of one percent or less of the registrant's admitted assets as of the immediately preceding 31st day of December is not material. The description of a transaction must be in a manner that permits proper evaluation by the director and must include at least the following: the nature and purpose of the transaction, the nature and amount of any payment or transfer of assets between the registrant and its affiliates; the identity of each party to the transaction; and the relationship of the affiliated parties to the registrant. ITEM 6. LITIGATION OR ADMINISTRATIVE PROCEEDINGS If the ultimate controlling person or any of its directors or executive officers is a party to it or if the property of the ultimate controlling person or any of its directors or executive officers is the subject of it, give a brief description of any litigation or administrative proceedings of the following type, whether pending or concluded within the preceding fiscal year, including the names of the parties, the case number, and the court or agency in which the litigation or proceeding is or was pending: (a) a criminal prosecution or administrative proceeding by a governmental agency or authority that may be relevant to the trustworthiness of any party to it; or (b) a proceeding that may have a material effect upon the solvency or capital structure of the ultimate holding company including bankruptcy, receivership, or other corporate reorganization. ITEM 7. STATEMENT REGARDING PLAN OR SERIES OF TRANSACTIONS The insurer shall furnish a statement affirming that the transactions entered into since the filing of the prior year's annual registration statement are not part of a plan or series of like transactions, the purpose of which is to avoid statutory threshold amounts and the review that might otherwise occur. ITEM 8. FINANCIAL STATEMENTS AND EXHIBITS (a) Attach financial statements and exhibits to this form as an appendix, and list those attachments under this item. (b) The financial statements must 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 the annual financial statements for the latest fiscal year are not available at the time of the initial registration, annual financial statements for the previous fiscal year and similar financial information available for the subsequent period must be filed. The financial statements may be prepared on either an individual basis or a consolidated basis if the consolidated statements are prepared in the usual course of business, unless the director requires otherwise. Unless the director permits otherwise, the annual financial statements must be accompanied by the certificate of an independent public accountant declaring that the statements fairly present the financial position of the ultimate controlling person and their results of its operations for the year then ended, in conformity with generally accepted accounting principles, requirements of insurance, or other accounting principles prescribed by or permitted under law. If the ultimate controlling person is an insurer that 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 filed with the insurance department of the insurer's domiciliary state and meet the requirements of insurance or other accounting principles prescribed by or permitted under the law of that state. If the ultimate controlling person is an individual, a personal financial statement accompanied by an opinion from a certified public accountant is not required. The director will, in the director's discretion, and after notice to the registrant, require that the personal financial statement of the individual be compiled, reviewed, or audited by a certified public accountant if the (i) individual has a controlling interest in the registrant by reason of ownership of some of the registrant's shares but not through an intermediate entity; (ii) individual has a direct contractual relationship with the registrant other than by being an officer, director, or employee of the registrant; (iii) registrant is a guarantor of an obligation of the individual; or (iv) individual is directly indebted to the registrant. (c) Exhibits must include copies of the latest annual reports to the shareholders of the ultimate controlling person and proxy material used by the ultimate controlling person, as well as any additional documents or papers required by this form, 3 AAC 21.010, or 3 AAC 21.030. ITEM 9. FORM C REQUIRED Form C, Summary of Registration Statement, must be prepared and filed with this Form B.
SIGNATURE AND CERTIFICATION
Signature and certification are required as follows:
Under AS 21.22.060 , the registrant has caused this registration statement to be signed on its behalf in the City or Community of ____________ and State of ____________ on the ______ day of ____________, 20____ . (SEAL) ___________________________________________________________________ (Name of Registrant) BY ________________________________________________________________ (Name) (Title) Attest: ________________________ (Signature of Officer) ________________________ (Title)
The undersigned deposes and says that (s)he has duly executed the attached registration statement date ____________, 20_, for and on behalf of ____________ (Name of Company); that (s)he is the ____________ (Title of Officer) of the company; and that (s)he is authorized to execute and file the instrument. Deponent further says that (s)he is familiar with the instrument and the contents of it and that the facts stated in it are true to the best of his/her knowledge, information, and belief. (Signature) ___________________________________________________________________ (Type or print name below) ________________________________________________
History: Eff. 6/30/77, Register 62; am 10/21/92, Register 124
Authority: AS 21.06.090
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Last modified 7/05/2006