Current through Register 1531, September 27, 2024
(1)
Item 1. Revocability of Proxy. State whether or not
the person giving the proxy has the power to revoke it. If the right of
revocation before the proxy is exercised is limited or is subject to compliance
with any formal procedure, briefly describe such limitation or
procedure.
(2)
Item 2.
Dissenters' Rights of Appraisal. Outline briefly the rights of
appraisal or similar rights of dissenting security holders with respect to any
matter to be acted upon and indicate any statutory procedure required to be
followed by such security holders in order to perfect their rights. Where such
rights may be exercised only within a limited time after the date of the
adoption of a proposal, the filing of a charter amendment, or other similar
act, state whether the person solicited will be notified of such
date.
(3)
Item 3.
Persons Making Solicitations Not Subject to
211 CMR
13.10.
(a) If the solicitation is made by the
management of the insurer, so state. Give the name of any director of the
insurer who has informed the management in writing that he intends to oppose
any action intended to be taken by the management and indicate the action which
he intends to oppose.
(b) If the
solicitation is made otherwise than by the management of the insurer, state the
names and addresses of the persons by whom and on whose behalf it is made and
the names and addresses of the persons by whom the cost of solicitation has
been or will be borne, directly or indirectly.
(c) If the solicitation is to be made by
specially engaged employees or paid solicitors, state the material features of
any contract or arrangement for such solicitation and identify the parties, and
the cost or anticipated cost thereof.
(4)
Item 4. Interest of Certain
Persons in Matters to Be Acted Upon. Describe briefly any
substantial interest, direct or indirect, by security holdings or otherwise, of
any director, nominee for election as director, officer and, if the
solicitation is made otherwise than on behalf of management, each person on
whose behalf the solicitation is made, in any matter to be acted upon, other
than elections to office.
(5)
Item 5. Voting Securities.
(a) State, as to each class of voting
securities of the insurer entitled to be voted at the meeting, the number of
shares outstanding and the number of votes to which each class is
entitled.
(b) Give the date as of
which the record list of security holders entitled to vote at the meeting will
be determined. If the right to vote is not limited to security holders of
record on that date, indicate the conditions under which other security holders
may be entitled to vote.
(c) If
action is to be taken with respect to the election of directors and if the
persons solicited have cumulative voting rights, make a statement that they
have such rights and state briefly the conditions precedent to the exercise
thereof.
(6)
Item 6. Nominees and Directors. If action is to be
taken with respect to the election of directors furnish the following
information, in tabular form to the extent practicable, with respect to each
person nominated for election as a director and each other person whose term of
office as a director will continue after the meeting:
(a) Name each such person, state when his
term of office or the term of office for which he is a nominee will expire, and
all other positions and offices with the insurer presently held by him, and
indicate which persons are nominees for election as directors at the
meeting.
(b) State his present
principal occupation or employment and give the name and principal business of
any corporation or other organization in which such employment is carried on.
Furnish similar information as to all of his principal occupations or
employments during the last five years, unless he is now a director and was
elected to his present term of office by a vote of security holders at a
meeting for which proxies were solicited under
211 CMR 13.00.
(c) If he is or has previously been a
director of the insurer, state the period or periods during which he has served
as such.
(d) State, as of the most
recent practicable date, the approximate amount of each class of equity
securities of the insurer or any of its parents, subsidiaries or affiliates
other than directors' qualifying shares, beneficially owned directly or
indirectly by him. If he is not the beneficial owner of any such securities
make a statement to that effect.
(7)
Item 7. Remuneration and
Other Transactions with Management and Other. Furnish the
information reported or required in Item One of Schedule SIS under the heading
"Information Regarding Management and Directors" if action is to be taken with
respect to:
(a) the election of
directors,
(b) any remuneration
plan, contract or arrangement in which any director, nominee for election as a
director, or officer of the insurer will participate,
(c) any pension or retirement plan in which
any such person will participate, or
(d) the granting or extension to any such
person of any options, warrants or rights to purchase any securities, other
than warrants or rights issued to security holders, as such, on a prorata
basis. If the solicitation is made on behalf of persons other than the
management, information shall be furnished only as to Item One-A of the
aforesaid heading of Schedule SIS.
(8)
Item 8. Bonus, Profit Sharing
and Other Remuneration Plans. If action is to be taken with
respect to any bonus, profit sharing, or other remuneration plan, of the
insurer, furnish the following information:
(a) A brief description of the material
features of the plan, each class of persons who will participate therein, the
approximate number of persons in each such class, and the basis of such
participation.
(b) The amounts
which would have been distributable under the plan during the last calendar
year to each person named in item seven of this schedule, directors and
officers as a group, and to all other employees as a group, if the plan had
been in effect.
(c) If the plan to
be acted upon may be amended (other than by a vote of security holders) in a
manner which would materially increase the cost thereof to the insurer or to
materially alter the allocation of the benefits as between the groups specified
in 211 CMR 13.11(8)(b), the nature of such amendments should be
specified.
(9)
Item 9. Pension and Retirement Plan. If action is to
be taken with respect to any pension or retirement plan of the insurer, furnish
the following information:
(a) A brief
description of the material features of the plan, each class of persons who
will participate therein, the approximate number of persons in each such class,
and the basis of such participation.
(b) State
1. the approximate total amount necessary to
fund the plan with respect to past services, the period over which such amount
is to be paid, and the estimated annual payments necessary to pay the total
amount over such period;
2. the
estimated annual payment to be made with respect to current services;
and
3. the amount of such annual
payments to be made for the benefit of each person named in item seven of this
schedule, directors and officers as a group, and employees as a
group.
(c) If the plan
to be acted upon may be amended (other than by a vote of security holders) in a
manner which would materially increase the cost thereof to the insurer or to
materially alter the allocation of the benefits as between the groups specified
in 211 CMR 13.11(9)(b)3., the nature of such amendments should be
specified.
(10)
Item 10. Options, Warrants, or Rights. If action is to
be taken with respect to the granting or extension of any options, warrants or
rights (all referred to herein as "warrants") to purchase security of the
insurer or any subsidiary or affiliate, other than warrants issued to all
security holders on a prorata basis, furnish the following information:
(a) The title and amount of securities called
for or to be called for, the prices, expiration dates and other material
conditions upon which the warrants may be exercised, the consideration received
or to be received by the insurer, subsidiary or affiliate for the granting or
extension of the warrants and the market value of the securities called for or
to be called for by the warrants, as of the latest practicable date.
(b) If known, state separately the total
amount of securities called for or to be called for by warrants received or to
be received by the following persons, naming each such person: each person
named in item seven of this schedule, and each other person who will be
entitled to acquire 5% or more of the securities called for or to be called for
by such warrants.
(c) If known,
state also the total amount of securities called for or to be called for by
such warrants, received or to be received by all directors and officers of the
company as a group and all employees without naming them.
(11)
Item 11. Authorization or
Issuance of Securities.
(a) If
action is to be taken with respect to the authorization or issuance of any
securities of the insurer furnish the title, amount and description of the
securities to be authorized or issued.
(b) If the securities are other than
additional shares of common stock of a class outstanding, furnish a brief
summary of the following, if applicable: dividend, voting, liquidation,
preemptive, and conversion rights, redemption and sinking fund provisions,
interest rate and date of maturity.
(c) If the securities to be authorized or
issued are other than additional shares of common stock of a class outstanding,
the Commissioner may require financial statements comparable to those contained
in the annual report.
(12)
Item 12. Mergers,
Consolidations, Acquisitions and Similar Matters.
(a) If action is to be taken with respect to
a merger, consolidation, acquisition, or similar matter, furnish in brief
outline the following information:
1. The
rights of appraisal or similar rights of dissenters with respect to any matters
to be acted upon. Indicate any procedure required to be followed by dissenting
security holders in order to perfect such rights.
2. The material features of the plan or
agreement.
3. The business done by
the company to be acquired or whose assets are being acquired.
4. If available, the high and low sales
prices for each quarterly period within two years.
5. The percentage of outstanding shares which
must approve the transaction before it is consummated.
(b) For each company involved in a merger,
consolidation or acquisition, the following financial statements should be
furnished:
1. A comparative balance sheet as
of the close of the last two fiscal years.
2. A comparative statement of operating
income and expenses for each of the last two fiscal years and, as a
continuation of each statement, a statement of earning per share after related
taxes and cash dividends paid per share.
3.
A pro forma combined
balance sheet and income and expenses statement for the last fiscal year giving
effect to the necessary adjustments with respect to the resulting
company.
(13)
Item 13. Restatement of Accounts. If action is to be
taken with respect to the restatement of an asset, capital, or surplus account
of the insurer, furnish the following information:
(a) State the nature of the restatement and
the date as of which it is to be effective.
(b) Outline briefly the reasons for the
restatement and for the selection of the particular effective date.
(c) State the name and amount of each account
affected by the restatement and the effect of the restatement
thereon.
(14)
Item 14. Matters Not Required to Be Submitted. If
action is to be taken with respect to any matter which is not required to be
submitted to a vote of security holders, state the nature of such matter, the
reason for submitting it to a vote of security holders and what action is
intended to be taken by the management in the event of a negative vote on the
matter by the security holders.
(15)
Item 15. Amendment of
Charter, By-Laws, or Other Documents. If action is to be taken
with respect to any amendment of the insurer's charter, by-laws or other
documents as to which information is not required above, state briefly the
reasons for and general effect of such amendment and the vote needed for its
approval.
