2006 Code of Virginia § 38.2-1324 - Contents of application

38.2-1324. Contents of application.

A. The application filed with the Commission under 38.2-1323 shall be madeunder oath or affirmation and shall contain the following information:

1. The name and address of each acquiring person including:

a. If the acquiring person is a natural person, his principal occupation, alloffices and positions held during the past five years, and any conviction ofcrimes other than minor traffic violations during the past ten years; and

b. If the acquiring person is not a natural person, (i) a report of thenature of its business operations during the existence of the acquiringperson and any of its predecessors, not to exceed five years; (ii) aninformative description of the business intended to be done by the person andthe person's subsidiaries; and (iii) a list of all individuals who are or whohave been selected to become directors or executive officers of the person orwho perform or will perform functions appropriate to those positions. Thereport shall include the information required by subdivision 1 a of thissubsection.

2. The source, nature, and amount of the consideration used or to be used ineffecting the acquisition of control, a description of any transaction inwhich funds were or are to be obtained for that purpose, and the identity ofpersons furnishing the consideration. However, where a source of theconsideration is a loan made in the lender's ordinary course of business, theidentity of the lender shall remain confidential if requested by the personfiling the application;

3. Fully audited financial information regarding the earnings and financialcondition of each acquiring person during the existence of the acquiringperson or the predecessors, not to exceed five years, and similar unauditedinformation as of a date not earlier than ninety days prior to the filing ofthe application;

4. Any plans or proposals that each acquiring person may have to liquidatethe 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 structureor management;

5. The number of shares of any security of the insurer that each acquiringperson proposes to acquire and the terms of the acquisition;

6. The amount of each class of any such security that each acquiring personbeneficially owns or has a right to acquire beneficial ownership of;

7. A full description of any contracts, arrangements or understandings withrespect to any security in which an acquiring person is involved, includingbut not limited to transfer of any of the securities, joint ventures, loan oroption arrangements, puts or calls, guarantees of loans, guarantees againstloss or guarantees of profits, division of losses or profits, or the givingor withholding of proxies. The description shall identify the persons withwhom the contracts, arrangements or understandings have been made;

8. A description of any acquiring person's purchase of any such securityduring the twelve calendar months preceding the filing of the application,including the dates of purchases, names of the purchasers, and considerationpaid or agreed to be paid for the security;

9. A description of any recommendations to purchase any such security made byany acquiring person or by any person based upon interviews or at thesuggestion of any acquiring person during the twelve calendar monthspreceding the filing of the application;

10. Copies of all tender offers, requests or invitations for tenders ofexchange offers and agreements to acquire or exchange any such security andof additional related soliciting material which has been distributed;

11. The terms of any agreement, contract or understanding made with anybroker-dealer as to solicitation of these securities for tender and theamount of any associated fees, commissions or other compensation to be paidto broker-dealers; and

12. Any additional information the Commission may prescribe as necessary orappropriate for the protection of the policyholders or the public.

B. If the person required to file the application referred to in 38.2-1323is a partnership, limited partnership, syndicate or other group, theCommission may require that the information called for by subsection A ofthis section be given with respect to (i) each partner of the partnership orlimited partnership, (ii) each member of the syndicate or group, and (iii)each person who controls any partner or member. If any partner, member orperson is a corporation, or if the person required to file the applicationreferred to in 38.2-1323 is a corporation, the Commission may require thatinformation be given for the corporation, each officer, and director of thecorporation, and each person who is directly or indirectly the beneficialowner of more than ten percent of the outstanding voting securities of thecorporation as required by subsection A of this section.

C. If any material change occurs in the facts set forth in the applicationfiled with the Commission and sent to an insurer pursuant to 38.2-1323, anamendment setting forth the change, together with copies of all documents andother material relevant to the change, shall be filed with the Commission andsent to the insurer within two business days after the person filing theapplication learns of the change.

(1977, c. 414, 38.1-178.1:2; 1986, c. 562.)