Current through September 17, 2024
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,
Item
2. Dissenters' Rights of Appraisal.
Outline briefly the rights of appraisal or similar rights of
dissenting shareholders with respect to any matter to be acted upon and
indicate any statutory procedure required to be followed by such shareholders
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.
Item 3. Persons Making Solicitations Not
Subject to Section II.
(1) 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.
(2) 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.
(3) If the
solicitation is to be made by specially engaged employees or paid solicitors,
state (i) the material features of any contract or arrangement for such
solicitation and identify the parties, and (ii) the cost or anticipated cost
thereof.
Item 4.
Interest of Certain Persons in Matters to Be Acted Upon.
Describe briefly any substantial interest, direct or
indirect, by shareholdings or otherwise, of any director, nominee for election
for 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.
Item 5. Stocks and Principal Shareholders.
(1) State, as to each class of voting stock
of the insurer entitled to be voted at the meeting, the number of shares
outstanding and the number of votes to which class is entitled.
(2) Give the date as of which the record list
of shareholders entitled to vote at the meeting will be determined. If the
right to vote is not limited to shareholders of record on that date, indicate
the conditions under which other shareholders may be entitled to
vote.
(3) If action is to be taken
with respect to the election of directors and if die persons solicited have
cumulative voting rights, make a statement that they have such rights and state
briefly the conditions precedent to the exercise thereof.
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 shareholders at a meeting
for which proxies were solicited under this regulation.
(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 stock of the
insurer or nay 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 stock make a statement to that
effect.
Item 7.
Remuneration and Other Transactions With Management and Others.
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 stocks, other than warrants or rights issued to shareholders,
as such, on a pro rata 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.
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 (1) each person
named in item seven of this schedule, (2) directors and officers as a group,
and (3) 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 shareholders) 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
paragraph (b) of this item, the nature of such amendments should be
specified.
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 (i) each
person named in item seven of this schedule, (ii) directors and officers as a
group, and (iii) employees as a group.
(c) If the plan to be acted upon may be
amended (other than by a vote of shareholders) 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 subparagraph
(b)(3) of this item, the nature of such amendments should be
specified.
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 stock of the insurer or any subsidiary or
affiliate, other than warrants issued to all shareholders on a pro rata basis,
furnish the following information:
(a) The
title and amount of stocks 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 stocks called for or to be called for by the warrants, as
of the latest practicable date.
(b)
If known, state separately the amount of stock called for or to be called for
by warrants received or to be received by the following persons, naming each
such person:
(1) each person named in item
seven of this schedule, and
(2)
each other person who will be entitled to acquire five per cent or more of the
stock called for or to be called for by such warrants.
(c) If known, state also the total amount of
stock 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.
Item
11. Authorization or Issuance of Stock.
1. If action is to be taken with respect to
the authorization or issuance of any stock of the insurer furnish the title,
amount and description of the stock to be authorized or issued.
2. If the shares of stock 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.
3. If the shares of stock to be authorized or
issued are other than additional shares of common stock of a class outstanding,
the Director may require financial statements comparable to those contained in
the annual report.
Item
12. Mergers, Consolidations, Acquisitions and Similar Matters.
1. If action is to be taken with respect to a
merger, consolidation, acquisition or similar matter, furnish in brief outline
the following information:
(a) 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
shareholders in order to perfect such rights.
(b) The material features of the plan or
agreement.
(c) The business done by
the company to be acquired or whose assets are being acquired.
(d) If available, the high and low sales
prices for each quarterly period within two years.
(e) The percentage of outstanding shares
which must approve the transaction before it is consummated.
2. For each company involved in a
merger, consolidation or acquisition, the following financial statements should
be furnished:
(a) A comparative balance sheet
as of the close of the last two fiscal years.
(b) 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.
(c) 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.
Item 13. Restatement of
Accounts.
If action is to be taken with respect to the restatement of
any asset, capital, or surplus 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.
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 shareholders, state the nature of
such matter, the reason for submitting it to a vote of shareholders and what
action is intended to be taken by the management in the event of a negative
vote on the matter by the shareholders.
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.
