C.M.R. 02, 031, ch. 180, form 031-180-B

Current through 2024-46, November 13, 2024
Form 031-180-B - INSURANCE HOLDING COMPANY SYSTEM ANNUAL REGISTRATION STATEMENT

Filed with the Bureau of Insurance of the State of Maine

BY

____________________________________

Name of Registrant

On Behalf of the Following Insurance Companies:

Name/Address _____________________________________________________________

______________________________________________________________________________

______________________________________________________________________________

______________________________________________________________________________

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 CONTROL OF REGISTRANT

Furnish the exact name of each insurer registering or being registered (hereinafter called "the Registrant"); the home office address and principal executive offices of each; the date on which each Registrant became part of the insurance holding company system; and the method(s) by which control of each Registrant was acquired and is maintained.

ITEM 2.ORGANIZATIONAL CHART

Furnish a chart or listing clearly presenting the identities of and interrelationships among all affiliated persons within the insurance holding company system. The chart or listing should show the percentage of each class of voting securities of each affiliate which is owned, directly or indirectly, by another affiliate. If control of any person within the system is maintained other than by the ownership or control of voting securities, indicate the basis of such control. As to each person specified in such chart or listing indicate the type of organization (e.g., corporation, trust, partnership) and the state or other jurisdiction of domicile.

ITEM 3.THE ULTIMATE CONTROLLING PERSON

As to the ultimate controlling person in the insurance holding company system, furnish the following information:

(a) Name.
(b) Home office address.
(c) Principal executive office address.
(d) The organizational structure of the person, e.g., corporation, partnership, individual, trust.
(e) The principal business of the person.
(f) The name and address of any person who holds or owns 10 percent or more of any class of voting security, the class of such security held or owned, the number of shares held of record or known to be beneficially owned, and the percentage of class so held or owned.
(g) If court proceedings involving a reorganization or liquidation are pending, indicate the title and location of the court, the nature of the proceedings, and the date when commenced.
ITEM 4.BIOGRAPHICAL INFORMATION

If the ultimate controlling person is a corporation, an organization, a limited liability company, or other legal entity, furnish the following information for the directors and executive officers of the ultimate controlling person: the individual's name and address, his or her principal occupation and all offices and positions held during the past five years, and any conviction of crimes other than minor traffic violations. If the ultimate controlling person is an individual, furnish the individual's name and address, his or her principal occupation and all offices and positions held during the past five years, and any conviction of crimes other than minor traffic violations.

ITEM 5.TRANSACTIONS AND AGREEMENTS

Briefly describe the following agreements in force, and transactions currently outstanding or which have occurred during the last calendar year between the Registrant and its affiliates:

(a) Loans, other investments, or purchases, sales, or exchanges of securities of the affiliates by the Registrant or of the Registrant by its affiliates;
(b) Purchases, sales, or exchanges of assets;
(c) Transactions not in the ordinary course of business;
(d) Guarantees or undertakings for the benefit of an affiliate which result in an actual contingent exposure of the Registrant's assets to liability, other than insurance contracts entered into in the ordinary course of the Registrant's business;
(e) All management agreements and service contracts, and all cost-sharing arrangements, other than cost allocation arrangements based upon generally accepted accounting principles;
(f) Reinsurance agreements;
(g) Dividends and other distributions to shareholders;
(h) Consolidated tax allocation agreements; and
(i) Any pledge of the Registrant's stock and/or of the stock of any subsidiary or controlling affiliate, for a loan made to any member of the insurance holding company system.

No information need be disclosed if it is not considered material for purposes of 24-A M.R.S.A. § 222(8)(C).

Sales, purchases, exchanges, loans or extensions of credit, investments, or guarantees involving one-half of one percent or less of the Registrant's admitted assets as of the 31st day of December immediately preceding are not considered material, unless the Superintendent by order provides otherwise or they are part of a plan or series of like transactions that is material when evaluated in the aggregate.

The description shall be provided in a manner that permits proper evaluation by the Superintendent, and shall include at least the following: the nature and purpose of the transaction, the nature and amounts of any payments or transfers of assets between the parties, the identity of all parties to the transaction, and the relationship of the affiliated parties to the Registrant.

ITEM 6.LITIGATION OR ADMINISTRATIVE PROCEEDINGS

Furnish a brief description of any litigation or administrative proceedings of the following types, either then pending or concluded within the preceding fiscal year, to which the ultimate controlling person or any of its directors or executive officers was a party or of which the property of any such person is or was the subject; give the names of the parties and the court or agency in which any such litigation or proceeding is or was pending:

(a) Criminal prosecutions, civil enforcement proceedings, or administrative proceedings by any government agency or authority which may be relevant to the trustworthiness of any party thereto; and
(b) Proceedings which may have a material effect upon the solvency or capital structure of the ultimate holding company including, but not necessarily limited to, bankruptcy, receivership, or other corporate reorganizations.
ITEM 7.STATEMENT REGARDING PLANS OR SERIES OF TRANSACTIONS

Furnish a statement that transactions entered into since the filing of the prior year's annual registration statement are not part of a plan or series of like transactions, the purpose of which is to avoid statutory threshold amounts and the review that might otherwise occur.

ITEM 8.FINANCIAL STATEMENTS AND EXHIBITS
(a) List all financial statements and exhibits furnished pursuant to this Item, and attach them to this statement as an appendix.
(b) If the ultimate controlling person is a corporation, an organization, a limited liability company, or other legal entity, the financial statements shall include the annual financial statements of the ultimate controlling person in the insurance holding company system as of the end of the person's latest fiscal year.

If at the time of the initial registration, the annual financial statements for the latest fiscal year are not available, annual statements for the previous fiscal year may be filed and similar financial information shall be filed for any subsequent period to the extent such information is available. Such financial statements may be prepared on either an individual basis, or unless the Superintendent otherwise requires, on a consolidated basis if consolidated statements are prepared in the usual course of business.

Furnish documentation and financial statements filed with the Securities and Exchange Commission for entities that make such filings. To the extent that such documents and statements are unavailable or do not provide current and complete information for the holding company system, furnish audited GAAP financial statements or statements in a standard form and format adopted by the National Association of Insurance Commissioners, unless an alternative form is accepted by the Superintendent.

Unless the Superintendent otherwise permits, the annual financial statements shall be accompanied by the certificate of an independent public accountant to the effect that the statements present fairly the financial position of the ultimate controlling person and the results of its operations for the year then ended, in conformity with generally accepted accounting principles or with requirements of insurance or other accounting principles prescribed or permitted under law. If the ultimate controlling person is an insurer which is actively engaged in the business of insurance, the annual financial statements need not be certified, provided that they are based on the Annual Statement of that insurer filed with the insurance department of the insurer's domiciliary state and are in accordance with requirements of insurance or other accounting principles prescribed or permitted under the law and regulations of that state.

Any ultimate controlling person who is an individual may file personal financial statements that are reviewed rather than audited by an independent public accountant. The review shall be conducted in accordance with standards for review of personal financial statements published in the Personal Financial Statements Guide by the American Institute of Certified Public Accountants. Personal financial statements shall be accompanied by the independent public accountant's Standard Review Report stating that the accountant is not aware of any material modifications that should be made to the financial statements in order for the statements to be in conformity with generally accepted accounting principles.

(c) Exhibits shall include copies of the latest annual reports to shareholders of the ultimate controlling person and proxy material used by the ultimate controlling person; and any additional documents or papers required by Sections 4 and 6 of Bureau of Insurance Rule 180.
ITEM 9.FORM C REQUIRED

Unless this is the initial Form B filing, a Form C, Summary of Changes to Registration Statement, must be prepared and filed with this Form B.

ITEM 10.SIGNATURE AND CERTIFICATION

Signature and certification required as follows:

SIGNATURE:

Pursuant to the requirements of 24-A M.R.S.A. § 222(8), the Registrant has caused this annual registration statement to be duly signed on its behalf in the City of _____________________ and State of _____________________ on the __________ day of ______________, 20____.

(SEAL) _________________________________________

Name of Registrant

BY ____________________________________________

(Name) (Title)

ATTEST:

___________________________

(Signature of Officer)

____________________________

(Title)

CERTIFICATION:

The undersigned deposes and says that (s)he has duly executed the attached annual registration statement dated _____________, 20____, for and on behalf of _____________________

(Name of Company); that (s)he is the _________________________ (Title of Officer) of the Registrant; 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

________________________________________________

(Type or Print Name)

C.M.R. 02, 031, ch. 180, form 031-180-B