304.37-550 Application for approval of reorganization or merger.
The reorganizing or merging insurer shall file with the commissioner an application
requesting approval of the proposed reorganization or merger. The application shall
include the following:
(1) A Form A filing as described in KRS 304.37-120 and the administrative regulations
promulgated thereunder;
(2) A plan of reorganization as described in KRS 304.37-555;
(3) A plan to obtain the approval by a majority of two-thirds (2/3) of the participating
policyholders in accordance with the applicant's articles of incorporation and
bylaws. Policyholders must be provided with sufficient information to evaluate the
merits of the proposed transaction, including a description of the purpose of the
transaction, risks associated with the transaction, and alternatives considered.
Policyholders shall be given not less than twenty (20) days' notice of any vote on
approval of the reorganization;
(4) A copy of the mutual insurance holding company's proposed articles of
incorporation and bylaws specifying all membership rights;
(5) The names, addresses, and occupational information of all corporate officers and
members of the initial mutual insurance holding company board of directors;
(6) Information sufficient to demonstrate that the financial condition of the applicant
will not be diminished upon reorganization;
(7) A copy of the proposed articles of incorporation and bylaws for any insurance
company subsidiary or intermediate holding company subsidiary;
(8) An index demonstrating where in the application information supplied in
compliance with each of the foregoing provisions is found; and
(9) Any other information requested by the commissioner at any time during the
proceedings.
Effective: July 15, 2010
History: Amended 2010 Ky. Acts ch. 24, sec. 1493, effective July 15, 2010. -- Created
1998 Ky. Acts ch. 546, sec. 11, effective July 15, 1998.
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