304.37-500 Definitions for KRS 304.37-500 to 304.37-580.
The following definitions shall apply to KRS 304.37-500 to 304.37-580:
(1) "Interested person" means:
(a) Any affiliated person of a company;
(b) Any member of the immediate family of any natural person who is an
affiliated person of a company;
(c) Any person or partner or employee of any person who at any time since the
beginning of the last two (2) completed fiscal years of a company has acted as
legal counsel for the company; or
(d) Any natural person whom the commissioner by order shall have determined to
be an interested person by reason of having had, at any time since the
beginning of the last two (2) completed fiscal years of a company, a material
business or professional relationship with a company or with the principal
executive officer of the company;
(2) "Intermediate holding company" means a holding company which is a subsidiary of
a mutual insurance holding company and which either directly or through a
subsidiary intermediate holding company has one (1) or more subsidiary
reorganized insurance companies of which a majority of the voting shares of the
capital stock would otherwise have been required by KRS 304.37-505, to be at all
times owned by the mutual insurance holding company. The commissioner shall
have jurisdiction over an intermediate holding company as if it were a mutual
insurance holding company;
(3) "Majority of the voting shares of the capital stock of the reorganized insurance
company" means shares of the capital stock of the reorganized insurance company
which carry the right to cast a majority of the votes entitled to be cast by all of the
outstanding shares of the capital stock of the reorganized insurance company for the
election of directors and on all other matters submitted to a vote of the shareholders
of the reorganized insurance company. The ownership of a majority of the voting
shares of the capital stock of the reorganized insurance company which are required
by KRS 304.37-505 to be held by the mutual insurance holding company may be
held by indirect ownership through one (1) or more intermediate holding companies
in a corporate structure approved by the commissioner, provided, however, that
indirect ownership through one (1) or more intermediate holding companies shall
not result in the mutual insurance holding company owning less than the equivalent
of a majority of the voting shares of the capital stock of the reorganized insurance
company;
(4) "Mutual insurance holding company" means a holding company organized on the
mutual plan and incorporated under the laws of Kentucky, resulting from the
reorganization of a domestic mutual insurance company in accordance with KRS
304.37-505 and 304.37-510, with one (1) or more stock insurance holding company
subsidiaries or stock insurance company subsidiaries;
(5) "Plan of reorganization" means a plan to reorganize a domestic mutual insurance
company by forming a mutual insurance holding company; and
(6)
"Stock offering" means any proposed sale, exchange, transfer, or other change of
ownership of stock or of securities convertible into or exchangeable or exercisable
for stock; including but not limited to an initial public offering, private equity
placement, or grants of stock options and other equity based compensation. For
purposes of KRS 304.37-570, 304.37-575, and 304.37-580, "stock offering" shall
not mean:
(a) An offering of preferred stock which is not convertible or exchangeable into
common stock and which has no ordinary voting rights; or
(b) A transfer of stock between a mutual insurance holding company, an
insurance company subsidiary of a mutual holding company, and an insurance
company subsidiary of an intermediate holding company subsidiary to a
mutual holding company.
Effective: July 15, 2010
History: Amended 2010 Ky. Acts ch. 24, sec. 1486, effective July 15, 2010. -- Created
1998 Ky. Acts ch. 546, sec. 1, effective July 15, 1998.
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