Current through September 17, 2024
012.01
Applicability
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 the
shareholders.
012.02
Participant or Participant in a Solicitation.
012.02A For purposes of this section the
terms "participant" and "participant in a solicitation" include
(i) the insurer;
(ii) any director of the insurer, and any
nominee for whose election as a director proxies are solicited;
(iii) any other person, acting alone or with
one or more other persons, committees or groups, in organizing, directing or
financing the solicitation.
012.02B For the purposes of this section the
terms "participant" and "participant in a solicitation" do not include
(i) a bank, broker or dealer who, in the
ordinary course of business, lends money or executes orders for the purchase or
sale of stock and who is not otherwise a participant;
(ii) any person or organization retained or
employed by a participant to solicit shareholders or any person who merely
transmits proxy [soliciting] material or performs ministerial or clerical
duties;
(iii) 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;
(iv) 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
(v) 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.
012.03 Filing of Information Required by
Schedule B.
012.03A 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 Director may authorize upon a showing of good cause therefor,
there has been filed, with the Director 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 shareholders in furtherance of such solicitation. Where preliminary copies
of any materials are filed, distribution to shareholders should be deferred
until the Director's comments have been received and complied with.
012.03B 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 Director may authorize upon a showing of good
cause therefor, there shall be filed with the Director 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.
012.03C 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 Director 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.
012.03D If, subsequent to
the filing of the statements required by
subsections012.03A, 012.03B, and 012.03C of this
subsection, additional persons become participants in a solicitation subject to
this rule, there shall be filed with the Director, 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 Director may authorize upon a showing of good
cause therefor.
012.03E 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 Director.
012.03F Each statement and amendment thereto
filed pursuant to this paragraph shall be part of the public files of the
Director.
012.04
Solicitations Prior to Furnishing Required Written Proxy Statement.
Notwithstanding the provisions of subsection 006.01 of section 006, a
solicitation subject to this section may be made prior to furnishing
shareholders a written proxy statement containing the information specified in
Schedule A with respect to such solicitation, provided that
012.04A The statements required by subsection
012.03C hereof are filed by or on behalf of each participant in such
solicitation.
012.04B No form of
proxy is furnished to shareholders prior to the time the written proxy
statement required by subsection 006.01 of section 006 is furnished to such
persons; Provided, however, that this paragraph 006.02 shall not apply where a
proxy statement then meeting the requirements of Schedule A has been furnished
to shareholders.
012.04C At least
the information specified in subsections006.02 and
006.03 of the statements required by subsection
012.03 hereof to be filed by each
participant, or an appropriate summary thereof, are included in each
communication sent or given to shareholders in connection with the
solicitation.
012.04D A written
proxy statement containing the information specified in Schedule A with respect
to a solicitation is sent or given shareholders at the earliest practicable
date.
012.05
Solicitations Prior to Furnishing Required Written Proxy Statement -- Filing
Requirements. Two copies of any soliciting material proposed to be sent or
given to shareholders prior to the furnishing of the written proxy statement
required by subsection 006.01 of section 006 shall be filed with the Director
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 shorter
period as the Director may authorize upon a showing of good cause
therefor,
012.06 Application of
This Section to Report. Notwithstanding the provisions of subsections 006.02
and 006,03 of section 006, two copies of any portion of the report referred to
in subsection 006.02 of section 006 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 Director as proxy material subject to this regulation. Such portion of
the report shall be filed with the Director in preliminary form at least five
business days prior to the date copies of the report are first sent or given to
shareholders.
