(1) FILING
REQUIREMENTS.
(a) Except as provided under
par. (b), no person, other than the insurer, may:
1. Make a tender offer for, request or
invitation for, tenders of, divestiture of, or enter into any agreement to
exchange securities for, seek to acquire, or acquire, in the open market or
otherwise, any voting security of a domestic insurer if after the consummation
of the offer, request, invitation, agreement or acquisition, the person would,
directly or indirectly, or by conversion or by exercise of any right to
acquire, be in control of the insurer; or
2. Enter into an agreement to merge with or
otherwise to acquire or attempt to acquire control of a domestic insurer or any
person having control of a domestic insurer.
(b) A person is not subject to par. (a), only
if:
1. The person first files the information
required under sub. (2) and, if applicable, the person files a pre-acquisition
notification, which shall contain the information set forth in s.
Ins 40.025 with the commissioner and sends a copy of the
information to the domestic insurer; and
2. The offer, request, invitation, agreement
or acquisition has been approved by the commissioner under ss.
611.72,
611.73,
612.21,
612.22,
613.72,
or
614.73,
and
617.21,
Stats.
(c) Any
controlling person of a domestic insurer seeking to divest its controlling
interest in the domestic insurer, in any manner, shall file with the
commissioner, with a copy to the insurer, confidential notice of its proposed
divestiture at least 30 days prior to the cessation of control. The
commissioner shall determine those instances in which the party or parties
seeking to divest or to acquire a controlling interest in an insurer, will be
required to file for and obtain approval of the transaction. The information
shall remain confidential until the conclusion of the transaction unless the
commissioner, in his or her discretion determines that confidential treatment
will interfere with enforcement of this section. If the statement referred to
in sub. (2) is otherwise filed, this paragraph shall not apply.
(d) For purposes of this section "domestic
insurer" includes any person having control of a domestic insurer. This section
does not apply to a person who is a securities broker holding, in the usual and
customary securities broker's function, less than 20% of the voting securities
of an insurer or of any person which controls an insurer.
(2) CONTENT OF STATEMENT. Except as provided
under sub. (5), a person required to file under sub. (1) shall file the
following information, using form A in the appendix to this chapter, in a sworn
statement:
(a) For each acquiring person:
1. The acquiring person's name and
address;
2. If the acquiring person
is an individual, his or her principal occupation and all offices and positions
held during the past 5 years, any conviction of crimes other than traffic
violations not involving death or injury during the past 10 years and all
relevant information regarding any occupational license or registration;
and
3. If the acquiring person is
not an individual, a report of the nature of its business operations during the
past 5 years or for the lesser period that the acquiring person and any
predecessors of the acquiring person have been in existence, if shorter, an
informative description of the business intended to be done by the acquiring
person and the acquiring person's subsidiaries, and a list of all individuals
who are or who have been selected to become directors or executive officers of
the acquiring person, or who perform or will perform functions similar to those
positions. The list shall include for each individual the information required
by subds. 1. and 2.
(b)
The source, nature, and amount of the consideration used or to be used in
effecting the merger or other acquisition of control, a description of any
transaction from which funds were or are to be obtained for that purpose,
including any pledge of the insurer's stock, or the stock of any of its
subsidiaries or affiliates which control the insurer, the criteria used in
determining the nature and amount of consideration and the identity of persons
furnishing the consideration.
(c)
Fully audited financial information as to the earnings and financial condition
of each acquiring person for the preceding 5 fiscal years of each acquiring
person or for the period the acquiring person and any predecessors of the
acquiring person have been in existence, if shorter, and similar unaudited
information as of a date not earlier than 90 days prior to the filing of the
statement.
(d) Any plans or
proposals which any acquiring person is considering to liquidate, to sell
assets of, or to merge or consolidate the insurer or to make any other material
change in the insurer's business or corporate structure or
management.
(e) The number of
shares of any security which each acquiring person proposes to acquire; the
terms of the offer, request, invitation, agreement, or acquisition; and a
statement as to the method by which the fairness of the proposal was
determined.
(f) The amount of each
class of any security which is beneficially owned or concerning which there is
a right to acquire beneficial ownership by any acquiring person.
(g) A full description of any contracts,
arrangements, or understandings with respect to any security in which any
acquiring person is involved, including, but not limited to, transfer of any of
the securities, joint ventures, loan or option arrangements, puts or calls,
guarantees of loans, guarantees against loss or guarantees of profits, division
of losses or profits, or the giving or withholding of proxies. The description
shall identify the persons with whom the contracts, arrangements or
understandings have been entered into.
(h) A description of the purchase of any
security of the entity to be acquired during the 12 calendar months preceding
the filing of the statement by any acquiring person, including the dates of
purchase, names of the purchasers, and consideration paid or agreed to be
paid.
(i) A description of any
recommendations to purchase any security made during the 12 calendar months
preceding the filing of the statement by any acquiring person, or by anyone at
the suggestion of the acquiring person.
(j) Copies of all tender offers for, requests
or invitations for, tenders of, exchange offers for, or agreements to acquire
or exchange any securities, and, if distributed, of additional soliciting
material relating to those offers, requests, invitations, or
agreements.
(k) The term of any
agreement, contract or understanding made with or proposed to be made with any
broker-dealer as to solicitation of securities for tender, and the amount of
any fees, commissions or other compensation to be paid to broker-dealers
relating to the solicitation.
(L)
An agreement by the person required to file the statement referred to in sub.
(1) that it will provide the annual report specified in s.
Ins 40.03(9) for so long as control
exists.
(m) An acknowledgement by
the person required to file the statement referred to in sub. (1) that the
person and all subsidiaries within its control in the insurance holding company
system will provide information to the commissioner upon request as necessary
to evaluate enterprise risk to the insurer.
(2m) VIOLATIONS. Whenever it appears to the
commissioner that any person has committed a violation of this chapter which
prevents the full understanding of the enterprise risk to the insurer by
affiliates or by the insurance holding company system, the violation may serve
as an independent basis for disapproving dividends or distributions and for
placing the insurer under summary orders in accordance with s.
645.21,
Stats.
(3) PARTNERS AND
STOCKHOLDERS. If the person required to file under sub. (1) is a partnership,
limited partnership, syndicate, or other group, the commissioner may require
that the information required under sub. (2) be given with respect to each
partner of the partnership or limited partnership, each member of the syndicate
or group, and each person who controls the partner or member. If any partner,
member, or person is a corporation or the person required to file under sub.
(1) is a corporation, the commissioner may require that the information
required under sub. (2) be given with respect to the corporation, each officer
and director of the corporation, and each person who is directly or indirectly
the beneficial owner of more than 10% of the outstanding voting securities of
the corporation.
(4) MATERIAL
CHANGES. A person required to file under sub. (1) shall file an amendment to
the filing if any material change occurs in the facts set forth in a statement
previously filed with the commissioner. The person shall include in the
amendment a description of the change and copies of all documents and other
material relevant to the change. The amendment shall be filed with the
commissioner and sent to the insurer within 2 business days after the person
learns of the change.
(5)
ALTERNATIVE FILING MATERIALS. If any offer, request, invitation, agreement, or
acquisition is proposed to be made by means of a registration statement under
the Securities Act of 1933 or in circumstances requiring the disclosure of
information under the Securities Exchange Act of 1934, or under a state law
requiring similar registration or disclosure, the person required to file
information under sub. (1) may utilize those documents to furnish the
information required to be filed under sub. (2).
(6) CONSOLIDATED HEARING. If an applicant
requests a hearing on a consolidated basis under s.
611.72 or
611.73, Stats.,
and the commissioner approves a hearing on a consolidated basis, in addition to
filing the form A with the commissioner, the applicant shall file a copy of
form A with the National Association of Insurance Commissioners in electronic
form.
