Code of Massachusetts Regulations
211 CMR - DIVISION OF INSURANCE
Title 211 CMR 13.00 - Proxies, Consents And Authorizations Of Domestic Stock Insurers
Section 13.12 - Schedule B: Information to Be Included in Statements Filed by or on behalf of a Participant (Other than the Insurer) in a Proxy Solicitation in an Election Contest
Universal Citation: 211 MA Code of Regs 211.13
Current through Register 1531, September 27, 2024
(1) Item 1. Insurer. State the name and address of the insurer.
(2) Item 2. Identity and Background.
(a)
State the following:
1. Your name and
business address.
2. Your present
principal occupation or employment and the name, principal business and address
of any corporation or other organization in which such employment is carried
on.
(b) State the
following:
1. Your residence
address.
2. Information as to all
material occupations, positions, officers or employments during the last ten
years, giving starting and ending dates of each and the name, principal
business and address of any business corporation or other business organization
in which each such occupation, position, office or employment was carried
on.
(c) State whether or
not you are or have been a participant in any other proxy contest involving
this company or other companies within the past ten years. If so, identify the
principals, the subject matter and your relationship to the parties and the
outcome.
(d) State whether or not,
during the past ten years, you have been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) and, if so, give dates,
nature of conviction, name and location of court, and penalty imposed or other
disposition of the case. A negative answer to 211 CMR 13.12(2)(d) need not be
included in the proxy statement or other proxy soliciting material.
(3) Item 3. Interest in Securities of the Insurer.
(a) State the amount of each class of
securities of the insurer which you own beneficially, directly or
indirectly.
(b) State the amount of
each class of securities of the insurer which you own of record but not
beneficially.
(c) State with
respect to all securities of the insurer purchased or sold within the past two
years, the dates on which they were purchased or sold and the amount purchased
or sold on each such date.
(d) If
any part of the purchase price or market value of any of the securities
specified in 211 CMR 13.12(3)(c) is represented by funds borrowed or otherwise
obtained for the purpose of acquiring or holding such securities, so state and
indicate the amount of the indebtedness as of the latest practicable date. If
such funds were borrowed or obtained otherwise than pursuant to a margin
account or bank loan in the regular course of business of a bank, broker or
dealer, briefly describe the transaction, and state the names of the
parties.
(e) State whether or not
you are a party to any contracts, arrangements or understandings with any
person with respect to any securities of the insurer, including but not limited
to joint ventures, loan or option arrangements, puts or calls, guarantees
against losses, or guarantees of profits, division of losses or profits, or the
giving or withholding of proxies. If so, name the persons with whom such
contracts, arrangements, or understandings exist and give the details
thereof
(f) State the amount of
securities of the insurer owned beneficially, directly or indirectly, by each
of your associates and the name and address of each such associate.
(g) State the amount of each class of
securities of any parent, subsidiary or affiliate of the insurer which you own
beneficially, directly or indirectly.
(4) Item 4. Further Matters.
(a) Describe the time
and circumstances under which you became a participant in the solicitation and
state the nature and extent of your activities or proposed activities as a
participant.
(b) Describe briefly,
and where practicable state the approximate amount of, any material interest,
direct or indirect, of yourself and of each of your associates in any material
transactions since the beginning of the company's last fiscal year, or in any
material proposed transactions, to which the company or any of its subsidiaries
or affiliates was or is to be a party.
(c) State whether or not you or any of your
associates have any arrangement or understanding with any person
1. with respect to any future employment by
the insurer or its subsidiaries or affiliates; or
2. with respect to any future transactions to
which the insurer or any of its subsidiaries or affiliates will or may be a
party.
If so, describe such arrangement or understanding and state the names of the parties thereto.
(5) Item 5. Signature. The statement shall be dated and signed in the following manner:
I certify that the statements made in this statement are true, complete, and correct, to the best of my knowledge and belief
_________ ________________________________
(Date) (Signature of participant or authorized representative)
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