Current through September 24, 2024
(1) Applicability. This Rule shall apply to
any solicitation subject to this chapter by any person or group for the purpose
of opposing a solicitation subject to this chapter by any other person or group
with respect to the election or removal of directors at any annual or special
meeting of security holders.
(2)
Participant or Participant in a Solicitation.
(a) For purposes of this Rule, the terms
"participant" and "participant in a solicitation" include:
1. the insurer;
2. any director of the insurer, and any
nominee for whose election as a director proxies are solicited;
3. any other person, acting alone or with one
or more other persons, committees or groups, in organizing, directing or
financing the solicitation.
(b) For purposes of this Rule, the terms
"participant" and "participant in a solicitation" do not include:
1. a bank, broker or dealer who, in the
ordinary course of business, lends money or executes orders for the purchase or
sale of securities and who is not otherwise a participant;
2. any person or organization retained or
employed by a participant to solicit security holders or any person who merely
transmits proxy soliciting material or performs ministerial or clerical duties;
3. 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;
4.
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
5. 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 Rule 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 is such
solicitation, a statement in duplicate containing the information specified by
Schedule B and a copy of any material proposed to be distributed to security
holders in furtherance of such solicitation. Where preliminary copies of any
materials are filed, distribution to security holders should be deferred until
the Commissioner's comments have been received and complied with.
(b) Within five business days after a
solicitation subject to this Rule 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 statement required by subparagraphs (a), (b) and (c) of this
paragraph, additional persons become participants in a solicitation subject to
this chapter, 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 Commissioner 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 paragraph (1) of Rule 0780-1-13-.05 a
solicitation subject to this section may be made prior to furnishing security
holders a written proxy statement containing the information specified in
Schedule A with respect to such solicitation, provided that:
(a) The statements required by paragraph (3)
hereof are filed by or on behalf of each participant in such
solicitation.
(b) No form of proxy
is furnished to security holders prior to the time the written proxy statement
required by paragraph (1) of Rule 0780-1-13.05 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
security holders.
(c) At least the
information specified in subparagraphs (b) and (c) of the statements required
by paragraph (3) hereof to be filed by each participant, or an appropriate
summary thereof, are included in each communication sent or given to security
holders 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 security holders at the earliest practicable ate.
(5) Solicitations Prior to Furnishing
Required Written Proxy Statement - Filing Requirements.
Two copies of any soliciting material proposed to be sent or
given to security holders prior to the furnishing of the written proxy
statement required by paragraph (1) of Rule 0780-1-13-.05 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 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 paragraph (2) and (3) of
Rule 0780-1-13-.05, two copies of any portion of the report referred to in
paragraph (2) of Rule 0780-1-13-.05 which comments upon or refers to any
solicitation subject to this Rule or to any participant in any such
solicitation, other than the solicitation by the management, shall be filed
with the Commissioner as proxy material subject to this Chapter. Such portion
of the report 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 security holder.
Authority: T.C.A. §
56-3-708.
