2019 South Dakota Codified Laws
Title 58 - Insurance
Chapter 05A - Insurance Holding Companies
§ 58-5A-4 Contents of information statement--Violation as misdemeanor.

58-5A-4. Contents of information statement--Violation as misdemeanor. The statement to be filed with the director as required pursuant to § 58-5A-3 shall be made under oath or affirmation and shall 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 § 58-5A-3 is to be effected (hereinafter called acquiring party); and

(a) If the person is an individual, the person's 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;

(b) If the person 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 person and any predecessors thereof shall have been in existence; an informative description of the business intended to be done by the person and the person's subsidiaries; and 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 such positions. The list shall include for each such individual the information required by subsection (a) of this subdivision;

(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 wherein funds were or are to be obtained for any such purpose, and the identity of persons furnishing the consideration. However, where a source of the consideration is a loan made in the lender's ordinary course of business, the identity of the lender is 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 of each acquiring party (or for a lesser period as the acquiring party and any predecessors thereof have been in existence), and similar unaudited information as of a date not earlier than ninety days prior to the filing of the statement;

(4) Any plans or proposals which each acquiring party may have to liquidate the insurer, to sell the insurer's assets or merge or consolidate the insurer with any person, or to make any other material change in the insurer's business or corporate structure or management;

(5) The number of shares of any security referred to in § 58-5A-3 which each acquiring party proposes to acquire, and the terms of the offer, request, invitation, agreement, or acquisition referred to in § 58-5A-3, and a statement as to the method by which the fairness of the proposal was arrived at;

(6) The amount of each class of any security referred to in § 58-5A-3 which is beneficially owned or concerning which there is a right to acquire beneficial ownership by each acquiring party;

(7) A full description of any contract, arrangement, or understanding with respect to any security referred to in § 58-5A-3 in which any acquiring party is involved, including 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. The description shall identify each person with whom the contract, arrangement, or understanding has been entered into;

(8) A description of the purchase of any security referred to in § 58-5A-3 during the twelve 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 therefor;

(9) A description of any recommendations to purchase any security referred to in § 58-5A-3 made during the twelve calendar months preceding the filing of the statement, by any acquiring party, or by anyone based upon interviews or at the suggestion of the acquiring party;

(10) A copy 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 § 58-5A-3, and, if distributed, of additional soliciting material related thereto;

(11) The terms of any agreement, contract or understanding made with any broker-dealer as to solicitation of securities referred to in § 58-5A-3 for tender, and the amount of any fees, commissions or other compensation to be paid to broker-dealers with regard thereto;

(12) An agreement by the person required to file the statement specified in § 58-5A-3 that the person shall provide the annual report specified in § 58-5A-29.1 if control exists;

(13) An acknowledgment by the person required to file the statement referred to in §§ 58-5A-3 and 58-5A-3.1 that the person and all subsidiaries within the person's control in the insurance holding company system shall provide information to the director upon request as necessary to evaluate enterprise risk to the insurer; and

(14) Such additional information as the director may require by rule as necessary or appropriate for the protection of policyholders and security holders of the insurer or in the public interest.

A violation of this section is a Class 2 misdemeanor.

Source: SL 1972, ch 267, § 4; SL 1990, ch 158, § 21; SL 2015, ch 246, § 3.