California Code of Regulations
Title 10 - Investment
Chapter 5 - Insurance Commissioner
Subchapter 5 - Stock Insurers-Corporate Affairs
Article 3 - Insurance Holding Company Systems-Reporting and Disclosure Forms
Section 2683.18 - Information Statement-Offer of Acquisition

(a) No tender offer for, or request or invitation for tenders of, and no agreement shall be made to exchange securities for, or to acquire in the open market, any voting security or any security convertible into a voting security of a domestic insurer or of any other person controlling a domestic insurer under the circumstances described in (1) and (2) of this subdivision, unless the conditions set forth in subdivision (b) of this section are complied with.

(b) No offer, request, initiation or agreement described in (a) of this section shall be made or entered into unless, at the time such is done, the following conditions are met:

(c) Copies of any additional material soliciting or requesting such tender offers subsequent to the original solicitation on request, and copies of any amendments to any such agreement changing any of the information therein required shall be filed in complete up-to-date form and content with the Commissioner and sent to such insurer not later than the time copies of such material are first published or sent or given to security holders or immediately after such amendment is entered into.

(d) If the offer, invitation or agreement described therein is proposed to be made by means of a registration statement under the Federal Securities Act of 1933, or in circumstances requiring the disclosure of similar and equivalent information under the Securities Exchange Act of 1934, or under a state law requiring similar registration or equivalent disclosure, the Offeror (or person required by Insurance Code Section 1215.2 (a) to file this statement) may file that registration statement with the Commissioner in lieu of this Information Statement and may send or give the same to the security holders being solicited in this State in full satisfaction of the requirements hereof. The burden is on any Offeror (or other person so required to file) relying on a disclosure pursuant to a state law to show that the disclosure requirements under it are similar and equivalent to those of the California law.

(e) If the person required to file this statement is a partnership, limited partnership, syndicate or other group, the information called for in Items II, III, IV, V, VII, and VIII hereinafter shall be furnished with respect to:

(f) If a person referred to in subdivision (e) above is a corporation, the information called for by said Paragraphs II, III, IV, V, VII, and VIII hereinafter shall be furnished to the extent applicable with respect to such corporation and each officer and director of such corporation and each person who is directly or indirectly the beneficial owner of more than ten percent of the outstanding voting securities of such corporation.

(g) No transaction shall be consummated until the Commissioner either approves the same within 60 days after the Information Statement herein required shall have been filed with the Commissioner, or until the Commissioner fails to disapprove same within such 60-day period. Grounds for disapproval are as prescribed by statute. Any disapproval shall be in writing stating the reasons therefore.