Current through September 24, 2024
(1) 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.
(2) Item 2. Dissenters'
Rights of Appraisal. Outline briefly the rights of appraisal or similar rights
of dissenting security holders with respect to any matter to be acted upon and
indicate any statutory procedure required to be followed by such security
holders 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 acts, state whether the person
solicited will be notified of such date.
(3) Item 3. Persons Making Solicitations Not
Subject to Section 10.
(a) If the
solicitation is made by the management of the insurer, so state. Given 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.
(b) If the solicitation is made otherwise
than by the management of the insurer, state the names and addresses of the
person 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.
(c) 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.
(4) Item 4.
Interest of Certain Persons in Matters to be Acted Upon. Describe briefly any
substantial interest, direct or indirect, by stockholdings 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 election to
office.
(5) Item 5. Securities and
Principal Security Holders.
(a) 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.
(b) Give the date as of
which the record list of security holders entitled to vote at the meeting will
be determined. If the right to vote is not limited to security holders of
record on that date, indicate the conditions under which other security holders
may be entitled to vote.
(c) 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.
(6) 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 entent
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 security holders 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 securities 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 secruities, make a statement to
that effect.
(7) 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 securities,
other than warrants or rights issued to security holders, 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 hearing of Schedule SIS.
(8) 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 plans, 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 7 of this schedule, 2. directors
(c) and officers as a group, and 3. to all
other employees as a group, if the plan had been in effect.
(d) If the plan to acted upon may be amended
(other than by a vote of security holders) 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) of this
item, the nature of such amendments should be specified.
(9) 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 (i) each person named in Item 7 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 security holders) 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 part (3) of subparagraph (b) of this item, the nature of such amendments
should be specified.
(10) 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
securities of the insurer or any subsidiary or affiliate, other than warrants
issued to all security holders on a pro rata basis, furnish the following
information:
(a) The title and amount of
securities called for or to be called for, the prices, expiration date 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 entension of the warrants and the market value of
the securities called for or to be called for by the warrants, as of the latest
practicable date.
(b) If known,
state separately the amount of securities 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 7 of
this schedule, and
2. each other
person who will be entitled to acquire five per cent of the securities called
for or to be called for by such warrants.
(c) If known, state also the total amount of
securities 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.
(11) Item 11. Authorization or Issuance of
Securities.
(a) If action is to be taken with
respect to the authorization or issuance of any securities of the insurer,
furnish the title, amount and description of the securities to be authorized or
issued.
(b) If the shares of
securities 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.
(c) If the shares of securities 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.
(12) Item 12. Mergers, Consolidations,
Acquisitions and Similar Matters.
(a) If
action is to be taken with respect to a merger, consolidation, acquisition, or
similar matter, furnish in brief outline the following information:
1. 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 security holders in order to
perfect such rights.
2. The
material features of the plan or agreement.
3. The business done by the company to be
acquired of whose assets are being acquired.
4. If available, the high and low sales
prices for each quarterly period within two years.
5. The percentage of outstanding shares which
must approve the transaction before it is consummated.
(b) For each company involved in a merger,
consolidation or acquisition, the following financial statements should be
furnished:
1. A comparative balance sheet as
of the close of the last two fiscal years.
2. 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 earnings per share after related
taxes and case dividends paid per share.
3. A pro forma combined balance sheet and
income and expense statements for the last fiscal year giving effect to the
necessary adjustments with respect to the resulting company.
(13) 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.
(14) 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 security holders,
state the nature of such matter, the reason for submitting it to a vote of
security holders and what action is intended to be taken by the management in
the event of a negative vote on the matter by the security holders.
(15) Item 15. Amendment of Charter, Bylaws,
or Other Documents. If action is to be taken with respect to any amendment of
the insurer's charter, bylaws 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.
Authority: T.C.A. 56-3-708.
