C.M.R. 02, 031, ch. 180, form 031-180-A-1

Current through 2024-46, November 13, 2024

Form 031-180-A-1 - DISCLAIMER OF CONTROL OR AFFILIATION WITH A MAINE INSURER OR NOTICE OF DIVESTITURE OF CONTROL OR AFFILIATION

FILED BY

____________________________________

Name of Applicant

on behalf of

________________________________________________

Name of Disclaiming or Divesting Party and name(s) of any controlled subsidiaries or affiliates of Disclaiming or Divesting Party

regarding control of

__________________________________________________

Name of domestic insurer (the "Subject Insurer")

whose control or affiliation is disclaimed or will be divested

including its following controlled subsidiaries and/or affiliates:

________________________________________________

Filed with the Bureau of Insurance of the State of Maine

Dated: _____________________, 20____

Name, Title, Address, and Telephone Number of Individual to Whom Notices and Correspondence Concerning This Statement Should Be Addressed:

______________________________________________________________________________

ITEM 1.IDENTITY AND STATUS OF APPLICANT

State whether the applicant is the Disclaiming or Divesting Party, the Subject Insurer, or a representative of one or both of those parties. If the applicant is filing in a representative capacity, explain the applicant's relationship to the party(ies) the applicant represents.

ITEM 2.PURPOSE OF APPLICATION

(a) State whether there is a pending or anticipated transaction or event that might affect or be perceived as affecting the relationship between the Disclaiming or Divesting Party and the Subject Insurer, or whether this application is being filed solely to certify that the Disclaiming Party currently does not directly or indirectly exercise, have a right to exercise, or intend to exercise control, within the meaning of the Maine Holding Company Act, Title 24-A, M.R.S.A., Section 222, over the Subject Insurer(s).

(b) If this application is filed in whole or part because of some pending or anticipated transaction or event, describe that transaction or event, and explain whether the applicant represents:

(1) that the transaction or event will not cause the Disclaiming Party to acquire control or the right or ability to acquire or exercise control over the Subject Insurer(s); or

(2) that the transaction or event will cause the Divesting Party to lose control, or the presumption or inference of control, or the right or ability to acquire or exercise control over the Subject Insurer(s).

ITEM 3.DISCLOSURE REGARDING CONTROL

State whether the applicant controls, is directly or indirectly controlled by, or under common control with the Subject Insurer(s).

ITEM 4.MATERIAL RELATIONSHIPS

Insofar as is known to applicant, all relationships, potentially subject to materiality standards of the Maine Insurance Code, between the Disclaiming or Divesting Party, its affiliates, other persons, and the Subject Insurer(s) are described as follows:

(a) The total number of authorized, issued, and outstanding voting securities or rights, of the Subject Insurer(s) (listed by class) is:

(b) Of such shares or voting rights, the Disclaiming or Divesting Party owns, controls, or holds (beneficially or otherwise) a discretionary right to vote (by proxy or otherwise) the following shares or voting rights of the Subject Insurer(s):

(c) If the answer to the preceding inquiry would have varied more than 20 percent on any date within the preceding 14 months or is anticipated to vary by more than 20 percent as the result of a pending or anticipated transaction, give the maximum number of shares of each class of voting security or voting rights the Disclaiming or Divesting Party owned, controlled or held a discretionary right to vote (by proxy or otherwise) at any time during the preceding 14 months or at the close of the pending or anticipated transaction:

Class of Stock	Number of Shares or Voting Rights		Approximate % of total Issued and Outstanding Shares or Voting Rights
Present	If Exercised/ Converted	Present	If Exercised/ Converted

(d) Interests in the total number of issued and outstanding voting securities or voting rights of the Subject Insurer(s) held by persons who actively exercise control over said insurer are listed as follows:

Person Class Number of Shares or Voting Rights

______________________________________________________________________________

(e) Respecting shares or voting rights held by controlling interests in the Subject Insurer(s), the Disclaiming or Divesting Party and its affiliates (if any) exercise a discretionary right to vote (by proxy or otherwise) those classes and number of voting securities or voting rights hereinafter listed.

Person Class Number of Shares or Voting Rights

______________________________________________________________________________

(f) Other material relationships:

(1) State the nature of any transactions which have affected or are anticipated to affect the extent of the Disclaiming or Divesting Party's or its affiliates' interest in the Subject Insurer(s), and give in monetary terms the value of those transactions on an annualized basis.

(2) Give the extent of trading activity in shares of the Subject Insurer and/or its affiliate(s) and/or parent(s) which occurred during the 12 calendar months preceding the filing of this disclaimer which in the aggregate resulted in an acquired interest in the insurer in excess of 10 percent, along with any such transactions that are currently pending or anticipated.

Date Person(s) Security Number of Shares Price per Share Transaction

_______ ________ ___________ ____________ ___________ ____________

(3) State any abilities, rights, or powers (whether exercised or not) of the Disclaiming or Divesting Party, either directly or through an affiliate, to influence management of the Subject Insurer(s), including but not limited to placement of a representative or representatives of applicant on the Board of Directors of a Subject Insurer or one of its affiliates. As applicable, give in monetary terms the value of such transactions on an annualized basis.

(4) Describe any other relationships or transactions not previously listed, between the Disclaiming Party or any of its affiliates, principal shareholders, or executive officers and the Subject Insurer(s), that are material or might reasonably be perceived as material.

ITEM 5.BASIS FOR DISCLAIMER

Describe the basis for disclaiming the Disclaiming or Divesting Party's present or future affiliation with the Subject Insurer(s), and provide any additional information that would assist the Superintendent in evaluating this application.

ITEM 6.SIGNATURES AND CERTIFICATION

SIGNATURE:

Pursuant to the requirements of the Maine Holding Company Law, Title 24-A M.R.S.A. Section 222, and Bureau of Insurance Rule 180, issued thereunder, the applicant has caused this disclaimer or notice of divestiture to be duly signed on its behalf in the City of __________ and the State of ____________________ on the _____ day of _____________________, 20___.

(SEAL) _________________________________________

Name of Applicant

BY ____________________________________________

(Name) (Title)

ATTEST:

_________________________

(Signature of Officer)

______________________________

(Title)

CERTIFICATION:

The undersigned deposes and says that (s)he has duly executed the attached application dated __________________, 20___, for and on behalf of ______________________ (Name of Applicant); that (s)he is the __________________ (Title of Officer) of the Applicant; and that (s)he is authorized to execute and file this instrument.

Deponent further says that (s)he is familiar with this instrument and the contents hereof, and that the facts herein set forth are true to the best of his/her knowledge, information, and belief.

________________________________________________

Signature

________________________________________________

(Name and Title)

C.M.R. 02, 031, ch. 180, form 031-180-A-1