2017 South Carolina Code of Laws
Title 38 - Insurance
CHAPTER 21 - INSURANCE HOLDING COMPANY REGULATORY ACT
Section 38-21-70. Contents of statement; amendment.

(A) The statement to be filed with the department, as prescribed in Section 38-21-60, must 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 Section 38-21-60 is to be effected, hereinafter called "acquiring party"; and

(a) if the acquiring party is an individual, his principal occupation and all offices and positions held during the past five years and any conviction of crimes other than minor traffic violations during the past ten years; or

(b) if the acquiring party is not an individual, a report of the nature of its business operations during the past five years or for a lesser period as the acquiring party and any predecessors have been in existence; an informative description of the business intended to be done by the acquiring party and its subsidiaries; and a list of all individuals who are or who have been selected to become directors or executive officers of the acquiring party or who perform or will perform functions appropriate to these positions. The list must include for each of these individuals the information required by subitem (a).

(2) The source, nature, and amount of the consideration used or to be used in effecting the merger or other acquisition of control, a description of any transaction in which funds were or are to be obtained for this purpose, and the identity of persons furnishing the consideration. Where a source of the consideration is a loan made in the lender's ordinary course of business, the identity of the lender must remain confidential, if the person filing the statement so requests.

(3) Fully audited financial information concerning the earnings and financial condition for the preceding five fiscal years of an acquiring party or for a lesser period as the acquiring party and any of its predecessors have been in existence.

(4) Unaudited financial information of the earnings and financial condition of each acquiring party as of a date within ninety days before filing the statement.

(5) Any plans or proposals which an acquiring party may have to liquidate the insurer, to sell its assets or merge or consolidate it with any person, or to make any other material change in its business or corporate structure or management.

(6) The number of shares of a security referred to in Section 38-21-60 which each acquiring party proposes to acquire and the terms of the offer, request, invitation, agreement, or acquisition referred to in Section 38-21-60 and a statement as to the method by which the fairness of the proposal was arrived.

(7) The amount of each class of any security referred to in Section 38-21-60 which is beneficially owned or concerning which there is a right to acquire beneficial ownership by each acquiring party.

(8) A full description of any contract, arrangement, or understanding with respect to a security referred to in Section 38-21-60 in which an acquiring party is involved, including, but not limited to, transfer of the security, joint venture, loan or option arrangement, put or call, guarantee of loan, guarantee against loss or guarantee of division of loss or profit, or the giving or withholding of a proxy. The description must identify the persons with whom the contract, arrangement, or understanding has been entered.

(9) A description of the purchase of a security referred to in Section 38-21-60 during the twelve calendar months preceding the filing of the statement, by an acquiring party, including the date of purchase, name of the purchaser, and consideration paid or agreed to be paid.

(10) A description of a recommendation to purchase a security referred to in Section 38-21-60 made during the twelve calendar months preceding the filing of the statement by an acquiring party, or by anyone based upon interviews or at the suggestion of an acquiring party.

(11) 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 Section 38-21-60, if distributed, of additional soliciting material relating to them.

(12) The terms of an agreement, contract, or understanding made with any broker-dealer concerning solicitation of securities referred to in Section 38-21-60 for tender, and the amount of a fee, commission, or other compensation to be paid the broker-dealer.

(13) An agreement by the person required to file the statement referred to in Section 38-21-60 that it will provide the annual report, specified in Section 38-21-225, for so long as control exists.

(14) An acknowledgement by the person required to file the statement referred to in Section 38-21-60 that the person and all subsidiaries within its control in the insurance holding company system will provide information to the director or his designee upon request as necessary to evaluate enterprise risk to the insurer.

(15) Any additional information the director may by regulation prescribe as necessary or appropriate for the protection of policyholders of the insurer or in the public interest.

(B) If the person required to file the statement referred to in Section 38-21-60 is a partnership, limited partnership, syndicate, or other group, the director or his designee may require that the information required in this section be given with respect to each partner of the partnership or limited partnership, each member of the syndicate or group, and each person who controls the partner or member. If this partner, member, or person is a corporation or the person required to file the statement referred to in Section 38-21-60 is a corporation, the director or his designee may require that the information required in this section be given with respect to the corporation, each officer and director of the corporation, and each person who is directly or indirectly the beneficial owner of more than ten percent of the outstanding voting securities of the corporation.

(C) If a material change occurs in the facts set forth in the statement filed with the department and sent to the insurer pursuant to this section, an amendment setting forth the change, together with copies of all documents and other material relevant to the change, must be filed with the department and sent to the insurer within two business days after the person learns of the change.

HISTORY: Former 1976 Code Section 38-21-70 [1947 (45) 322; 1952 Code Section 37-857; 1962 Code Section 37-857] recodified as Section 38-37-70 by 1987 Act No. 155, Section 1; Former 1976 Code Section 38-29-70 [1962 Code Section 37-1406; 1971 (57) 351; 1986 Act No. 426, Section 5] recodified as Section 38-21-70 by 1987 Act No. 155, Section 1; 1993 Act No. 181, Section 566; 2015 Act No. 2 (S.342), Section 5, eff March 9, 2015.

Effect of Amendment

2015 Act No. 2, Section 5, inserted paragraph designator (A) to the former first undesignated paragraph; in (A), added (13) and (14), and redesignated the remaining paragraphs in accordingly; inserted paragraph designators (B) and (C) the the former last two undesignated paragraphs; and made nonsubstantive changes throughout.