(a) This section
shall apply to any solicitation subject to this regulation by any person or
group for the purpose of opposing a solicitation subject to this regulation by
any other person or group with respect to the election or removal of directors
at any annual or special meeting of security holders.
(b)
(1) For
purposes of this section the terms "participant" and "participant in a
solicitation" include:
(A) The
insurer;
(B) any director of the
insurer, and any nominee for whose election as a director proxies are
solicited;
(C) any other person,
acting alone or with one or more other persons, committees or groups, in
organizing, directing or financing the solicitation.
(2) For the purposes of this section the
terms "participant" and "participant in a solicitation" do not include:
(A) A bank, broker or dealer who, in the
ordinary course of business, lends money or executes orders for the purchase or
sale of securities and who is not otherwise a participant;
(B) any person or organization retained or
employed by a participant to solicit security holders or any person who merely
transmits proxy soliciting material or performs ministerial or clerical
duties;
(C) any person employed in
the capacity of attorney, accountant or advertising, public relations or
financial adviser, and whose activities are limited to the performance of his
duties in the course of such employment;
(D) any person regularly employed as an
officer or employee of the insurer or any of its subsidiaries or affiliates who
is not otherwise a participant; or
(E) any officer or director of, or any person
regularly employed by, any other participant, if such officer, director or
employee is not otherwise a participant.
(c)
(1) No
solicitation subject to this section shall be made by any person other than the
management of an insurer unless at least five business days prior thereto, or
such shorter period as the commissioner may authorize upon a showing of good
cause therefor, there has been filed, with the commissioner, by or on behalf of
each participant in such solicitation, a statement in duplicate containing the
information specified by Schedule B and a copy of any material proposed to be
distributed to security holders in furtherance of such solicitation. Where
preliminary copies of any materials are filed, distribution to security holders
should be deferred until the commissioner's comments have been received and
complied with.
(2) Within five
business days after a solicitation subject to this section is made by the
management of an insurer, or such longer period as the commissioner may
authorize upon a showing of good cause therefor, there shall be filed with the
commissioner by or on behalf of each participant in such solicitation, other
than the insurer, and by or on behalf of each management nominee for director,
a statement in duplicate containing the information specified by Schedule
B.
(3) If any solicitation on
behalf of management or any other person has been made or if proxy material is
ready for distribution, prior to a solicitation subject to this section in
opposition thereto, a statement in duplicate containing the information
specified in Schedule B shall be filed with the commissioner by or on behalf of
each participant in such prior solicitation, other than the insurer, as soon as
reasonably practicable after the commencement of the solicitation in opposition
thereto.
(4) If, subsequent to the
filing of the statements required by subdivisions (1), (2) and (3) of this
subsection, additional persons become participants in a solicitation subject to
this regulation, there shall be filed with the commissioner, by or on behalf of
each such person, a statement in duplicate containing the information specified
by Schedule B, within three business days after such person becomes a
participant, or such longer period as the commissioner may authorize upon a
showing of good cause therefor.
(5)
If any material change occurs in the facts reported in any statement filed by
or on behalf of any participant, an appropriate amendment to such statement
shall be filed promptly with the commissioner.
(6) Each statement and amendment thereto
filed pursuant to this subsection shall be part of the public files of the
commissioner.
(d)
Notwithstanding the provisions of subsection (a) of section
38a-147-5,
a solicitation subject to this section may be made prior to furnishing security
holders a written proxy statement containing the information specified in
Schedule A with respect to such solicitation, provided (1) the statements
required by subsection (c) hereof are filed by or on behalf of each participant
in such solicitation; (2) no form of proxy is furnished to security holders
prior to the time the written proxy statement required by subsection (a) of
section
38a-147-5
is furnished to such persons; provided this subdivision (2) shall not apply
where a proxy statement then meeting the requirements of Schedule A has been
furnished to security holders; (3) at least the information specified in
subdivisions (2) and (3) of the statements required by subsection (c) hereof to
be filed by each participant, or an appropriate summary thereof, are included
in each communication sent or given to security holders in connection with the
solicitation; (4) a written proxy statement containing the information
specified in Schedule A with respect to a solicitation is sent or given
security holders at the earliest practicable date.
(e) Two copies of any soliciting material
proposed to be sent or given to security holders prior to the furnishing of the
written proxy statement required by subsection (a) of section
38a-147-5
shall be filed with the commissioner in preliminary form at least five business
days prior to the date definitive copies of such material are first sent or
given to such persons, or such shorter period as the commissioner may authorize
upon a showing of good cause therefor.
(f) Notwithstanding the provisions of
subsections (b) and (c) of section
38a-147-5,
two copies of any portion of the report referred to in subsection (b) of
section
38a-147-5
which comments upon or refers to any solicitation subject to this section, or
to any participant in any such solicitation, other than the solicitation by the
management, shall be filed with the commissioner as proxy material subject to
this regulation. Such portion of the report shall be filed with the
commissioner in preliminary form at least five business days prior to the date
copies of the report are first sent or given to security holders.
