Current through Register Vol. 48, 12, December 27, 2024
Effective Date: The following regulation shall be effective on
and after April
1, 1966.
Section 1. Application of Regulation-- This
regulation is applicable to all domestic insurers having one hundred or more
stockholders; provided, however, that this regulation shall not apply to any
insurer if ninety-five per cent or more of its stock is owned or controlled by
a parent or an affiliated insurer and the remaining shares are held by less
than five hundred stockholders. A domestic insurer which files with the
Securities and Exchange Commission forms of proxies, consents and
authorizations complying with the requirements of the Securities and Exchange
Act of nineteen hundred thirty-four and the Securities and Exchange Acts
Amendments of nineteen hundred sixty-four and Regulation X-14 of the Securities
and Exchange Commission promulgated thereunder shall be exempt from the
provisions of this regulation.
Section
2. Proxies, Consents and Authorizations-- any director, officer or
employee of such insurer subject to Section 1 hereof, or any other person,
shall solicit, or permit the use of his name to solicit, by mail or otherwise,
any proxy, consent, or authorization in respect of any stock of such insurer in
contravention of this regulation and Schedules A and B hereto annexed and
hereby made a part of this regulation.
Section
3. Disclosure of Equivalent Information-- or authorizations in
respect of a stock of a domestic insurer subject to Section 1 hereof are
solicited by or on behalf of the management of such insurer from the holders of
record of stock of such insurer in accordance with this regulation and the
Schedules thereunder prior to any annual or other meeting, such insurer shall,
in accordance with this regulation and/or such further regulations as the
Commissioner may adopt, file with the Commissioner and transmit to all
stockholders of record information substantially equivalent to the information
which would be required to be transmitted if a solicitation were
made.
Section 4. Definitions.
1. The definitions and instructions set out
in Schedule SIS, as promulgated by the National Association of Insurance
Commissioners, shall be applicable for purposes of this regulation.
2. The terms "solicit" and "solicitation" for
purposes of this regulation shall include:
(a) any request for a proxy, whether or not
accompanied by or included in a form of proxy; or
(b) any request to execute or not to execute,
or to revoke, a proxy; or
(c) the
furnishing of a proxy or other communication to stockholders under
circumstances reasonably calculated to result in the procurement, withholding
or revocation of a proxy.
3. The terms "solicit" and "solicitation"
shall not include:
(a) any solicitation by a
person in respect of stock of which he is the beneficial owner;
(b) action by a broker or other person in
respect to stock carried in his name or in the name of his nominee in
forwarding to the beneficial owner of such stock soliciting material received
from the company, or impartially instructing such beneficial owner to forward a
proxy to the person, if any, to whom the beneficial owner desires to give a
proxy, or impartially requesting instructions from the beneficial owner with
respect to the authority to be conferred by the proxy and stating that a proxy
will be given if the instructions are received by a certain date;
(c) the furnishing of a form of proxy to a
stockholder upon the unsolicited request of such stockholder, or the
performance by any person of ministerial acts on behalf of a person soliciting
a proxy.
Section
5. Information to Be Furnished to Stockholders.
1. No solicitation subject to this regulation
shall be made unless each person solicited is concurrently furnished or has
previously been furnished with a written proxy statement containing the
information specified in Schedule A.
2. If the solicitation is made on behalf of
the management of the insurer and relates to an annual meeting of stockholders
at which directors are to be elected, each proxy statement furnished pursuant
to Subsection 1 hereof shall be accompanied or preceded by an annual report (in
preliminary or final form) to such stockholders containing such financial
statements for the last fiscal year as are referred to in Schedule SIS under
the heading "Financial Reporting to Stockholders." Subject to the foregoing
requirements with respect to financial statements, the annual report to
stockholders may be in any form deemed suitable by the management.
3. Two copies of each report sent to the
stockholders pursuant to this Section shall be mailed to the Commissioner not
later than the date on which such report is first sent or given to stockholders
or the date on which preliminary copies of solicitation material are filed with
the Commissioner pursuant to Subsection 1 of Section
7, whichever date is later.
Section 6. Requirements as to
Proxy.
1. The form of proxy
(a) shall indicate in bold face type whether
or not the proxy is solicited on behalf of the management,
(b) shall provide a specifically designated
blank space for dating the proxy and
(c) shall identify clearly and impartially
each matter or group of related matters intended to be acted upon, whether
proposed by the management or stockholders. No reference need be made to
proposals as to which discretionary authority is conferred pursuant to
Subsection 3 hereof.
2.
Means shall be provided in the proxy for the person solicited to specify by
ballot a choice between approval or disapproval of each matter or group of
related matters referred to therein, other than elections to office. A proxy
may confer discretionary authority with respect to matters as to which a choice
is not so specified if the form of proxy states in bold face type how it is
intended to vote the shares or authorization represented by the proxy in each
such case.
3. A proxy may confer
discretionary authority with respect to other matters which may come before the
meeting, provided the persons on whose behalf the solicitation is made are not
aware a reasonable time prior to the time the solicitation is made that any
other matters are to be presented for action at the meeting and provided
further that a specific statement to that effect is made in the proxy statement
or in the form of proxy.
4. No
proxy shall confer authority
(a) to vote for
the election of any person to any office for which a bona fide nominee is not
named in the proxy statement, or
(b) to vote at any annual meeting other than
the next annual meeting (or any adjournment thereof) to be held after the date
on which the proxy statement and form of proxy are first sent or given to
stockholders.
5. The
proxy statement or form of proxy shall provide, subject to reasonable,
specified conditions, that the proxy will be voted and that where the person
solicited specifies by means of ballot provided pursuant to Subsection 2 hereof
a choice with respect to any matter to be acted upon, the vote will be in
accordance with the specifications so made.
6. The information included in the proxy
statement shall be clearly presented and the statements made shall be divided
into groups according to subject matter, with appropriate headings. All printed
proxy statements shall be clearly and legibly presented.
Section 7. Material Required to Be Filed.
1. Two preliminary copies of the proxy
statement and form of proxy and other soliciting material to be furnished to
stockholders concurrently therewith shall be filed with the Commissioner at
least ten days prior to the date definitive copies of such material are first
sent or given to stockholders, or such shorter period prior to that date as the
Commissioner may authorize upon a showing of good cause therefor.
2. Two preliminary copies of any additional
soliciting material relating to the same meeting or subject matter to be
furnished to stockholders subsequent to the proxy statements shall be filed
with the Commissioner at least two days (exclusive of Saturdays, Sundays or
holidays) prior to the date copies of this material are first sent or given to
stockholders or a shorter period prior to such date as the Commissioner may
authorize upon a showing of good cause therefor.
3. Two definitive copies of the proxy
statement, form of proxy and all other soliciting material, in the form in
which this material is furnished to stockholders, shall be filed with, or
mailed for filing to, the Commissioner not later than the date such material is
first sent or given to the stockholders.
4. Where any proxy statement, form of proxy
or other material filed pursuant to these rules is amended or revised, two of
the copies shall be marked to clearly show such changes and shall be so filed
with the Commissioner as herein provided.
5. Copies of replies to inquiries from
stockholders requesting further information and copies of communications which
do no more than request that forms of proxy theretofore solicited be signed and
returned need not be filed pursuant to this Section.
6. Notwithstanding the provisions of
Subsections 1 and 2 hereof and of Subsection
5 of Section
10, copies of soliciting material in the
form of speeches, press releases and radio or television scripts may, but need
not, be filed with the Commissioner prior to use or publication. Definitive
copies, however, shall be filed with or mailed for filing to the Commissioner
as required by Subsection 3 hereof not later than the date such material is
used or published. The provisions of Subsections 1 and 2 hereof and Subsection
5 of Section
10 shall apply, however, to any reprints
or reproductions of all or any part of such material.
Section 8. False or Misleading Statements--No
solicitation subject to this regulation shall be made by means of any proxy
statement, form of proxy, notice of meeting, or other communication, written or
oral, containing any statement which at the time and in the light of the
circumstances under which it is made, is false or misleading with respect to
any material fact, or which omits to state any material fact necessary in order
to make the statements therein not false or misleading or necessary to correct
any statement in any earlier communication with respect to the solicitation of
a proxy for the same meeting or subject matter which has become false or
misleading.
Section 9. Prohibition
of Certain Solicitations--No person making a solicitation which is subject to
this regulation shall solicit any undated or postdated proxy or any proxy which
provides that it shall be deemed to be dated as of any date subsequent to the
date on which it is signed by the stockholder.
Section 10. Special Provisions Applicable to
Election Contests.
1. 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 stockholders.
2. Participant or Participant in a
Solicitation
(a) For purposes of this
Section, the term "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.
(b) For the purpose 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 stockholders 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.
3. Filing
of Information Required by Schedule B.
(a) 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 stockholders in furtherance of such solicitation. Where
preliminary copies of any materials are filed, distribution to stockholders
should be deferred until the Commissioner's comments have been received and
complied with, or until fifteen days have elapsed whichever shall first
occur.
(b) 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.
(c) 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.
(d) If, subsequent to the
filing of the statements required by paragraphs (a), (b) and (c) of this
Subsection, additional persons become participants in a solicitation subject to
this rule, 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 Department may authorize upon a showing of good
cause therefor.
(e) 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.
(f)
Each statement and amendment thereto filed pursuant to this paragraph shall be
part of the public files of the Commissioner.
4. Solicitations Prior to Furnishing Required
Written Proxy Statement-- Notwithstanding the provisions of Subsection
1 of Section
5, a solicitation subject to this Section
may be made prior to furnishing stockholders a written proxy statement
containing the information specified in Schedule A with respect to such
solicitation, provided that:
(a) The
statements required by Subsection 3 hereof are filed by or on behalf of each
participant in such solicitation.
(b) No form of proxy is furnished to
stockholders prior to the time the written proxy statement required by
Subsection 1 of Section 5 is furnished to such persons; provided, however, that
this paragraph (b) shall not apply where a proxy statement then meeting the
requirements of Schedule A has been furnished to stockholders.
(c) At least the information specified in
paragraphs (b) and (c) of the statements required by Subsection 3 hereof to be
filed by each participant, or an appropriate summary thereof, are included in
each communication sent or given to stockholders in connection with the
solicitation.
(d) A written proxy
statement containing the information specified in Schedule A with respect to a
solicitation is sent or given stockholders at the earliest practicable
date.
5. Solicitations
Prior to Furnishing Required Written Proxy Statement--Filing Requirements--Two
copies of any soliciting material proposed to be sent or given to stockholders
prior to the furnishing of the written proxy statement required by Subsection 1
of Section 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.
6. Application of This Section to
Report--Notwithstanding the provisions of Subsections 2 and 3 of Section 5, two
copies of any portion of the report referred to in Subsection 2 of Section 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 in preliminary form at least
five business days prior to the date copies of the report are first sent or
given to stockholders.
Schedule A
Information Required in Proxy Statement
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' Right of Appraisal--Outline briefly the rights
of appraisal or similar rights of dissenting stockholders with respect to any
matter to be acted upon and indicate any statutory procedure required to be
followed by such stockholders 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 10
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 (a) the
material features of any contract or arrangement for such solicitation and
identify the parties, and (b) 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 stockholders 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 Stockholders
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 each class is entitled.
2. Give the date as of which the record list
of stockholders entitled to vote at the meeting will be determined. If the
right to vote is not limited to stockholders of record on that date, indicate
the conditions under which other stockholders may be entitled to
vote.
3. 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.
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:
1. 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.
2. 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 stockholders at a meeting
for which proxies were solicited under this regulation.
3. If he is or has previously been a director
of the insurer, state the period or periods during which he has served as
such.
4. State, as of the most
recent practicable date, the approximate amount of each class of stock 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 stocks, make a statement to that effect.
Item
7 Remuneration and Other Transactions With
Management and Others--Furnish the information reported or required in Item 1
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 stockholders, 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 1A 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:
1. 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.
2. The amounts which
would have been distributable under the plan during the last calendar year to
(a) each person named in Item 7 of this schedule, (b) directors and officers as
a group, and (c) all other employees as a group, if the plan had been in
effect.
3. If the plan to be acted
upon may be amended (other than by a vote of stockholders) 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 2 of this item, the nature of such amendments should be specified.
Item 9 Pension and Retirement Plans--If action is to be taken
with respect to any pension or retirement plan of the insurer, furnish the
following information:
1. 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.
2. State
(a) 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;
(b) the
estimated annual payment to be made with respect to current services; and
(c) the amount of such annual
payments to be made for the benefit of (i) each person named in Item 7 of this
schedule, (ii) directors and officers as a group, and (iii) employees as a
group.
3. If the plan to
be acted upon may be amended (other than by a vote of stockholders) 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 sub-paragraph 2(c) 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
stockholders on a pro-rata basis, furnish the following information:
1. The title and amount of stock 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 stock called for or to be called
for by the warrants, as of the latest practicable date.
2. 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:
(a) each person named in Item 7 of this
schedule, and
(b) 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.
3. 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 Commissioner 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 stockholders 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:
1.
State the nature of the restatement and the date as of which it is to be
effective.
2. Outline briefly the
reasons for the restatement and for the selection of the particular effective
date.
3. 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 stockholders, state the nature of such matter, the reason for
submitting it to a vote of stockholders and what action is intended to be taken
by the management in the event of a negative vote on the matter by the
stockholders.
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.
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
Item 1 Insurer--State the name and address of the insurer.
Item 2 Identity and Background
1. State the following:
(a) Your name and business address;
(b) 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.
2. State the following:
(a) Your residence address;
(b) Information as to all material
occupations, positions, offices 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.
3. 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.
4. 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 this sub-item need not be
included in the proxy statement or other proxy soliciting material.
Item 3 Interest in Stock of the Insurer
1. State the amount of each class of stock of
the insurer which you own beneficially, directly or indirectly.
2. State the amount of each class of stock of
the insurer which you own of record but not beneficially.
3. State with respect to the stock specified
in 1 and 2 the amounts acquired within the past two years, the dates of
acquisition and the amounts acquired on each date.
4. If any part of the purchase price or
market value of any of the stock specified in paragraph 3 is represented by
funds borrowed or otherwise obtained for the purpose of acquiring or holding
such stock, 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.
5. State whether or
not you are a party to any contracts, arrangements or understandings with any
person with respect to any stock of the insurer, including but not limited to
joint ventures, loan or option arrangements, puts or calls, guarantees against
loss 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.
6. State the amount of stock of the insurer
owned beneficially, directly or indirectly, by each of your associates and the
name and address of each such associate.
7. State the amount of each class of stock of
any parent, subsidiary or affiliate of the insurer which you own beneficially,
directly or indirectly.
Item 4 Further Matters
1. 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.
2. 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.
3. State
whether or not you or any of your associates have any arrangement or
understanding with any person
(a) with respect
to any future employment by the insurer or its subsidiaries or affiliates;
or
(b) 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.
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