South Carolina Code 38-21-70. Contents of statement; amendment
(1) The name and address of each person by whom or on whose behalf the merger or other acquisition of control referred to in § 38-21-60 is to be effected, hereinafter called "acquiring party"; and
Terms Used In South Carolina Code 38-21-70
- Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
- Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
- Commission: means the part of the premium paid to the producer as compensation for his services. See South Carolina Code 38-1-20
- Contract: A legal written agreement that becomes binding when signed.
- Conviction: A judgement of guilt against a criminal defendant.
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- Department: means the Department of Insurance of South Carolina. See South Carolina Code 38-1-20
- director: means the Director of the South Carolina Department of Insurance or his designee. See South Carolina Code 38-21-10
- Enterprise risk: means an activity, circumstance, event, or series of events involving one or more affiliates of an insurer that, if not remedied promptly, likely is to have a material adverse effect upon the financial condition or liquidity of the insurer or its insurance holding company system as a whole, including, but not limited to, anything that would cause the insurer's risk-based capital to fall into company action level as provided in § 38-9-330 or would cause the insurer to be in hazardous financial condition as provided in § 38-5-120. See South Carolina Code 38-21-10
- insurance: includes annuities. See South Carolina Code 38-1-20
- Insurer: includes a corporation, fraternal organization, burial association, other association, partnership, society, order, individual, or aggregation of individuals engaging or proposing or attempting to engage as principals in any kind of insurance or surety business, including the exchanging of reciprocal or interinsurance contracts between individuals, partnerships, and corporations. See South Carolina Code 38-1-20
- Oath: A promise to tell the truth.
- Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
- person: means an individual, a corporation, a partnership, an association, a joint stock company, a trust, an unincorporated organization, any similar entity, or any combination of the foregoing acting in concert. See South Carolina Code 38-21-10
- Sell: means to exchange a contract of insurance by any means, for money or its equivalent, on behalf of an insurance company. See South Carolina Code 38-1-20
(a) if the acquiring party is an individual, his principal occupation and all offices and positions held during the past five years and any conviction of crimes other than minor traffic violations during the past ten years; or
(b) if the acquiring party is not an individual, a report of the nature of its business operations during the past five years or for a lesser period as the acquiring party and any predecessors have been in existence; an informative description of the business intended to be done by the acquiring party and its subsidiaries; and a list of all individuals who are or who have been selected to become directors or executive officers of the acquiring party or who perform or will perform functions appropriate to these positions. The list must include for each of these individuals the information required by subitem (a).
(2) 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 in which funds were or are to be obtained for this purpose, and the identity of persons furnishing the consideration. Where a source of the consideration is a loan made in the lender’s ordinary course of business, the identity of the lender must remain confidential, if the person filing the statement so requests.
(3) Fully audited financial information concerning the earnings and financial condition for the preceding five fiscal years of an acquiring party or for a lesser period as the acquiring party and any of its predecessors have been in existence.
(4) Unaudited financial information of the earnings and financial condition of each acquiring party as of a date within ninety days before filing the statement.
(5) Any plans or proposals which an acquiring party may have to liquidate the insurer, to sell its assets or merge or consolidate it with any person, or to make any other material change in its business or corporate structure or management.
(6) The number of shares of a security referred to in § 38-21-60 which each acquiring party proposes to acquire and the terms of the offer, request, invitation, agreement, or acquisition referred to in § 38-21-60 and a statement as to the method by which the fairness of the proposal was arrived.
(7) The amount of each class of any security referred to in § 38-21-60 which is beneficially owned or concerning which there is a right to acquire beneficial ownership by each acquiring party.
(8) A full description of any contract, arrangement, or understanding with respect to a security referred to in § 38-21-60 in which an acquiring party is involved, including, but not limited to, transfer of the security, joint venture, loan or option arrangement, put or call, guarantee of loan, guarantee against loss or guarantee of division of loss or profit, or the giving or withholding of a proxy. The description must identify the persons with whom the contract, arrangement, or understanding has been entered.
(9) A description of the purchase of a security referred to in § 38-21-60 during the twelve calendar months preceding the filing of the statement, by an acquiring party, including the date of purchase, name of the purchaser, and consideration paid or agreed to be paid.
(10) A description of a recommendation to purchase a security referred to in § 38-21-60 made during the twelve calendar months preceding the filing of the statement by an acquiring party, or by anyone based upon interviews or at the suggestion of an acquiring party.
(11) Copies of all tender offers for, requests or invitations for tenders of, exchange offers for, and agreements to acquire or exchange any securities referred to in § 38-21-60, if distributed, of additional soliciting material relating to them.
(12) The terms of an agreement, contract, or understanding made with any broker-dealer concerning solicitation of securities referred to in § 38-21-60 for tender, and the amount of a fee, commission, or other compensation to be paid the broker-dealer.
(13) An agreement by the person required to file the statement referred to in § 38-21-60 that it will provide the annual report, specified in § 38-21-225, for so long as control exists.
(14) An acknowledgement by the person required to file the statement referred to in § 38-21-60 that the person and all subsidiaries within its control in the insurance holding company system will provide information to the director or his designee upon request as necessary to evaluate enterprise risk to the insurer.
(15) Any additional information the director may by regulation prescribe as necessary or appropriate for the protection of policyholders of the insurer or in the public interest.
(B) If the person required to file the statement referred to in § 38-21-60 is a partnership, limited partnership, syndicate, or other group, the director or his designee may require that the information required in this section 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 this partner, member, or person is a corporation or the person required to file the statement referred to in § 38-21-60 is a corporation, the director or his designee may require that the information required in this section 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 ten percent of the outstanding voting securities of the corporation.
(C) If a material change occurs in the facts set forth in the statement filed with the department and sent to the insurer pursuant to this section, an amendment setting forth the change, together with copies of all documents and other material relevant to the change, must be filed with the department and sent to the insurer within two business days after the person learns of the change.