INSURANCE HOLDING
COMPANY SYSTEMS
CHAPTER 45
INSURANCE HOLDING COMPANY
SYSTEMS
[Appeared as Ch 11, 1973 IDR]
[Prior to 10/22/86, Insurance Department[510]]
191—45.1(521A) Purpose. The purpose of these rules is to set forth rules and procedural requirements which the commissioner deems necessary to carry out the provisions of Iowa Code chapter 521A. The information called for by these rules is hereby declared to be necessary and appropriate in the public interest and for the protection of policyholders in this state.
This rule is intended to implement Iowa Code section 521A.8.
191—45.2(521A) Definitions. As used in these rules unless otherwise required by the context:
	45.2(1)  “Executive officer” means any individual charged with active management and control in an executive capacity (including a president, vice-president, treasurer, secretary, controller, and any other individual performing functions corresponding to those performed by the foregoing officers) of a person, whether incorporated or unincorporated.
	45.2(2)  “Foreign insurer” shall include an alien insurer except where clearly noted otherwise.
	45.2(3)  “Ultimate controlling person” means that person who is not controlled by any other person.
	45.2(4) Other terms found in these rules and in Iowa Code section 521A.1 entitled “Definitions” shall retain the meaning as found in such section.
191—45.3(521A) Subsidiaries of domestic insurers. The authority to invest in subsidiaries under Iowa Code section 521A.2(3) is in addition to any authority to invest in subsidiaries which may be contained in any other provision of the insurance code.
An investment by a subsidiary under Iowa Code section 521A.2(3)“c” may cause the total investment of the insurer to exceed any of the limitations contained in any of the individual Iowa Code provisions referred to in section 521A.2(3)“c” provided that it does not exceed the aggregate amount which could be invested under all of those provisions with respect to the type of asset involved.
191—45.4(521A) Control acquisition of domestic insurer. Any person required to file a statement pursuant to Iowa Code section 521A.3 entitled “Acquisition of control of or merger with domestic insurer,” shall furnish all the information requested on FORM A hereto annexed and hereby made a part of these rules.
	45.4(1) If the person being acquired is a “domestic insurer” solely because of the provisions of Iowa Code section 521A.3(1), the name of the domestic insurer on the cover page should be as follows: “ABC Insurance Company, a Subsidiary of XYZ Holding Company.”
	45.4(2) Where a domestic insurer, including any other person controlling a domestic insurer, unless such other person is either directly or through its affiliate primarily engaged in business other than the business of insurance is being acquired, references to “the insurer” contained in FORM A shall refer to both the domestic subsidiary insurer and the person being acquired.
	45.4(3) The applicant shall promptly advise the commissioner of any changes in the information so furnished arising subsequent to the date upon which such information was furnished but prior to the commissioner’s disposition of the application.
	45.4(4) Exemptions. No statement need be filed and no approval by the commissioner is required pursuant to Iowa Code section 521A.3 if the company being acquired is considered a domestic insurer solely by reason of Iowa Code section 521A.3(1) and provided such acquisition is subject to disclosure requirements in said company’s state of domicile substantially similar to those imposed by Iowa Code section 521A.3.
191—45.5(521A) Registration of insurers. Any insured required to file an annual registration statement pursuant to Iowa Code section 521A.4 shall furnish all the information required on FORM B hereto annexed and hereby made a part of these rules.
An insurer required to file an annual registration statement pursuant to Iowa Code section 521A.4 is also required to furnish information required on FORM C, hereby made a part of these regulations. An insurer shall file a copy of FORM C in each state in which the insurer is authorized to do business, if requested by the commissioner of that state.
191—45.6(521A) Alternative and consolidated registrations. Any authorized insurer may file a registration statement on behalf of any affiliated insurer or insurers which are required to register under section 521A.4. A registration statement may include information regarding any insurer in the insurance holding company system even if such insurer is not authorized to do business in this state. In lieu of filing a registration statement on FORM B, the authorized insurer may file a copy of the registration statement or similar report which it is required to file in its state of domicile, provided:
	1.	The statement or report contains substantially similar information required to be furnished on FORM B; and
	2.	The filing insurer is the principal insurance company in the insurance holding company system.
	45.6(1) The question of whether the filing insurer is the principal insurance company in the insurance holding company system is a question of fact and an insurer filing a registration statement or report in lieu of FORM B on behalf of an affiliated insurer shall set forth a simple statement of facts which will substantiate the filing insurer’s claim that it, in fact, is the principal insurer in the insurance holding company system.
	45.6(2) With the prior approval of the commissioner, an unauthorized insurer may follow any of the procedures which could be done by an authorized insurer under subrule 45.6(1).
Any insurer may take advantage of the provisions of Iowa Code section 521A.4(7) or 521A.4(8) without obtaining the prior approval of the commissioner. The commissioner, however, reserves the right to require individual filings if the commissioner deems such filings necessary in the interest of clarity, ease of administration or the public good.
191—45.7(521A) Exemptions. A foreign or alien insurer otherwise subject to Iowa Code section 521A.4, shall not be required to register pursuant to that section if it is admitted in the domiciliary state of the principal insurer (as that term is defined in 45.6(1)) and in said state if subject to disclosure requirements and standards adopted by the statute or rules which are substantially the same as those contained in Iowa Code section 521A.4, provided, the commissioner may require a copy of the registration statement or other information filed with the domiciliary state.
	45.7(1) The state of entry of an alien insurer shall be deemed to be its domiciliary state for the purposes of these rules.
	45.7(2) Any insurer not otherwise exempt or excepted from Iowa Code section 521A.4 may apply for an exemption from the requirements of said section by submitting a statement to the commissioner setting forth its reasons for being exempt.
191—45.8(521A) Disclaimers and termination of registration. A disclaimer of affiliation or a request for termination of registration claiming that a person does not, or will not upon the taking of some proposed action, control another person (hereinafter referred to as the “subject”) shall contain the following information:
	45.8(1) The number of authorized, issued and outstanding voting securities of the subject;
	45.8(2) With respect to the person whose control is denied and all affiliates of such person, the number and percentage of shares of the subject’s voting securities which are held of record or known to be beneficially owned, and the number of such shares concerning which there is a right to acquire, directly or indirectly;
	45.8(3) All material relationships and bases for affiliation between the subject and the person whose control is denied and all affiliates of such person;
	45.8(4) A statement explaining why such person should not be considered to control the subject.
A request for termination of registration shall be deemed to have been granted unless the commissioner, within 30 days after he receives the request, notifies the registrant otherwise.
191—45.9(521A) Transactions subject to prior notice—notice filing. An insurer required to give notice of a proposed transaction pursuant to Iowa Code section 521A.5 shall furnish the required information on FORM D, hereby made a part of these regulations.
191—45.10(521A) Extraordinary dividends and other distributions. Requests for approval of extraordinary dividends or any other extraordinary distribution to shareholders shall include the following:
	45.10(1) The date established for payment of the dividend;
	45.10(2) A statement as to whether the dividend is to be in cash or other property and, if in property, a description thereof of its cost, and its fair market value together with an explanation of the basis for valuation;
	45.10(3) The amounts and dates of all dividends (including regular dividends) paid within the period of 24 consecutive months ending on the date fixed for payment of the proposed dividend for which approval is sought and commencing on the day after the same day of the same month in the second and immediately preceding years;
	45.10(4) A balance sheet and statement of income for the period intervening from the last annual statement filed with the commissioner and the end of the month preceding the month in which the request for dividend approval is submitted;
	45.10(5) A brief statement as to the effect of the proposed dividend upon the insurer’s surplus and the reasonableness of surplus in relation to the insurer’s outstanding liabilities and the adequacy of surplus relative to the insurer’s financial needs.
	45.10(6) A dividend or distribution to an insurer’s shareholders which exceeds the lesser of (a) 10 percent of the insurer’s surplus as regards policyholders as of the 31st day of December next preceding, or (b) the net gain from operations of such insurer if the insurer is a life insurer, or the net income if the insurer is not a life insurer, not including realized capital gains, for the 12-month period ending the 31st day of December next preceding must be submitted to the commissioner 30 days in advance for review. The commissioner may deem such dividend to be excessive and constitute grounds under 191—subrule 5.23(6) for finding the insurer to be in a financially hazardous condition and subject to the provisions of 191—subrule 5.24(2).
FORM A
STATEMENT REGARDING THE
ACQUISITION OF CONTROL OF OR MERGER WITH A DOMESTIC INSURER
	
Name of Domestic Insurer
By
	
Name of Acquiring Person (Applicant)
Filed with the Insurance Division of Iowa
Dated: ______, 19 ______
Name, Title, Address and Telephone Number of Individual to Whom Notices and Correspondence Concerning This Statement Should be Addressed:

	
	
FORM A
Item 1. Insurer and method of acquisition.
State the name and address of the domestic insurer to which this application relates and a brief description of how control is to be acquired.
Item 2. Identity and background of the applicant.
(a) State the name and address of the applicant seeking to acquire control over the insurer.
(b) If the applicant is not an individual, state the nature of its business operations for the past five years or for such lesser period as such person and any predecessors thereof shall have been in existence. Briefly describe the business intended to be done by the applicant and the applicant’s subsidiaries.
(c) Furnish a chart or listing clearly presenting the identities of the interrelationships among the applicant and all affiliates of the applicant. No affiliate need be identified if its total assets are equal to less than one-half of one percent of the total assets of the ultimate controlling person affiliated with the applicant. Indicate in such chart or listing the percentage of voting securities of each such person which is owned or controlled by the applicant or by any other such person. If control of any person 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. If court proceedings involving a reorganization or liquidation are pending with respect to any such person, indicate which person, and set forth the title of the court, nature of proceedings and the date when commenced.
Item 3. Identity and background of individuals associated with the applicant.
State the following with respect to (1) the applicant if an individual or (2) all persons who are directors, executive officers or owners of 10 percent or more of the voting securities of the applicant if the applicant is not an individual.
(a) Name and business address;
(b) Present principal business activity occupation or employment including position and office held and the name, principal business and address of any corporation or other organization in which such employment is carried on;
(c) Material occupations, positions, offices or employments during the last five years, giving the starting and ending dates of each and the name, principal business and address of any business corporation or other organization in which each such occupation, position, office or employment was carried on; if any such occupation, position, office or employment required licensing by or registration with any federal, state or municipal governmental agency, indicate such fact, the current status of such licensing or registration, and an explanation of any surrender, revocation, suspension or disciplinary proceedings in connection therewith.
(d) Whether or not such person has ever been convicted in a criminal proceeding (excluding minor traffic violations) during the last ten years and, if so, give the date, nature of conviction, name and location of court, and penalty imposed or other disposition of the case.
Item 4. Nature, source and amount of consideration.
(a) Describe the nature, source and amount of funds or other considerations used or to be used in effecting the merger or other acquisition of control. If any part of the same is represented or is to be represented by funds or other consideration borrowed or otherwise obtained for the purpose of acquiring, holding, or trading securities, furnish a description of the transaction, the names of the parties thereto, the relationship, if any, between the borrower and the lender, the amounts borrowed or to be borrowed, and copies of all agreements, promissory notes and security arrangements relating thereto.
(b) Explain the criteria used in determining the nature and amount of such consideration.
(c) If the source of the consideration is a loan made in the lender’s ordinary course of business and if the applicant wishes the identity to remain confidential, the applicant must specifically request that the identity be kept confidential.
Item 5. Future plans for insurer.
Describe any plans or proposals which the applicant may have to declare an extraordinary dividend, to liquidate such insurer, to sell its assets to or merge it with any person or persons or to make any other material change in its business operations or corporate structure or management.
Item 6. Voting securities to be acquired.
State number of shares of the insurer’s voting securities which the applicant, its affiliates and any person listed in Item 3 plan to acquire, and 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 arrived at.
Item 7. Ownership of voting securities.
State the amount of each class of any voting security of the insurer which is beneficially owned or concerning which there is a right to acquire beneficial ownership by the applicant, its affiliates or any person listed in Item 3.
Item 8. Contracts, arrangements or understandings with respect to voting securities of the insurer.
Give a full description of any contracts, arrangements or understandings with respect to any voting security of the insurer in which the applicant, its affiliates or any persons listed in Item 3 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. Such description shall identify the persons with whom such contracts, arrangements or understandings have been entered into.
Item 9. Recent purchases of voting securities.
Describe any purchases of any voting securities of the insurer by the applicant, its affiliates or any person listed in Item 3 during the 12 calendar months preceding the filing of this statement. Include in such description the dates of purchase, the names of the purchasers, and the consideration paid or agreed to be paid therefor. State whether any such shares so purchased are hypothecated.
Item 10. Recent recommendations to purchase.
Describe any recommendations to purchase any voting security of the insurer made by the applicant, its affiliates or any person listed in Item 3, or by anyone based upon interviews or at the suggestion of the applicant, its affiliates or any person listed in Item 3 during the 12 calendar months preceding the filing of this statement.
Item 11. Agreements with broker-dealers.
Describe the terms of any agreement, contract or understanding made with any broker-dealer as to solicitation of voting securities of the insurer for tender, and the amount of any fees, commissions or other compensation to be paid to broker-dealer, with regard thereto.
Item 12. Financial statements and exhibits.
(a) Financial statements and exhibits shall be attached to this statement as an appendix, but list under this item the financial statements and exhibits so attached.
(b) The financial statements shall include the annual financial statements of the persons identified in Item 2(c) for the preceding five fiscal years (or for such lesser period as such applicant and its affiliates and any predecessors thereof shall have been in existence), and similar information covering the period from the end of such person’s last fiscal year, if such information is available. Such statements may be prepared on either an individual basis, or, unless the commissioner otherwise requires, on a consolidated basis if such consolidated statements are prepared in the usual course of business.
The annual financial statements of the applicant shall be accompanied by the certificate of an independent public accountant to the effect that such statements present fairly the financial position of the applicant 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 applicant is an insurer which is actively engaged in the business of insurance, the financial statements need not be certified, provided they are based on the Annual Statement of such person filed with the insurance department of the person’s domiciliary state and are in accordance with the requirements of insurance or other accounting principles prescribed or permitted under the law and regulations of such state.
(c) File as exhibits copies of all tender offers for, requests or invitations for, tenders of, exchange offers for, and agreements to acquire or exchange any voting securities of the insurer and (if distributed) of additional soliciting material relating thereto; any proposed employment, consultation, advisory or management contracts concerning the insurer; annual reports to the stockholders of the insurer and the applicant for the last two fiscal years; and any additional documents or papers required by Form A or regulations sections 0.04 and 0.06.
Item 13. Signature and certification. Signature and certification of the following form:
SIGNATURE
Pursuant to the requirements of Iowa Code section 521A.3 and Regulation 3.01,
	 has caused this application to be duly signed on its
(Name of Applicant)
behalf in the City of ______________________ and State of _______________, on the ________ day of _________________________, 19 ________.
(SEAL)
(Name of Applicant)
By 	
(Name) (Title)
Attest:
	
(Signature of Officer)
	
(Title)
CERTIFICATION
The undersigned deposes and says that deponent has duly executed the attached application dated __________________, 19 ________, for and on behalf of 	;
(Name of Applicant)
that deponent is the ________________________ of such company, and that deponent is authorized to
(Title of Officer)
execute and file such instrument. Deponent further says that deponent is familiar with such instrument and the contents thereof, and that the facts therein set forth are true to the best of the deponent’s knowledge, information and belief.
(Signature) 	
(Type or print name beneath) 	
FORM B
INSURANCE HOLDING COMPANY SYSTEM
ANNUAL REGISTRATION STATEMENT
Filed with the Insurance Division of Iowa
By
________________________________________
Name of Registrant
On Behalf of the Following Insurance Companies
Name Address

	

Date: ____________________________, 19 ________
Name, Title, Address and Telephone Number of Individual to Whom Notices and Correspondence Concerning This Statement Should Be Addressed:

	
	
FORM B
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. No affiliate need be shown if its total assets are equal to less than one-half of 1 percent of the total assets of the ultimate controlling person 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, i.e., corporation, partnership, individual, trust, etc.
(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, 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 looking toward a reorganization or liquidation are pending, indicate the title and location of the court, the nature of proceedings and the date when commenced.
Item 4. Biographical information.
Furnish the following information for the directors and executive officers of the ultimate controlling person: The individual’s name, address, 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.
Item 5. Transactions, relationships and agreements.
(a) Briefly describe the following agreements in force, relationships subsisting, and transactions currently outstanding or which have occurred during the last calendar year between the Registrant and its affiliates:
	(1)	Loans, other investments or purchases, sales or exchanges of securities of the affiliates by the Registrant or of the Registrant by its affiliates;
	(2)	Purchases, sales or exchanges of assets;
	(3)	Transactions not in the ordinary course of business;
	(4)	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;
	(5)	All management and service contracts and all cost-sharing arrangements, other than cost allocation arrangements based upon generally accepted accounting principles;
	(6)	Reinsurance agreements;
	(7)	Dividends and other distributions to shareholders; and
	(8)	A pledge of the insurer’s stock, including stock of a subsidiary or controlling affiliate, for a loan made to a member of the insurance holding company system.
No information need be disclosed if such information is not material. Sales, purchases, exchanges, loans or extensions of credit or investments involving one-half of 1 percent or less of the Registrant’s admitted assets as of the 31st day of December next preceding shall not be deemed material.
The description shall be in a manner as to permit the proper evaluation thereof by the commissioner, 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 such transaction; and relationship of the affiliated parties to the Registrant.
Item 6. Litigation or administrative proceedings.
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 litigation or proceeding is or was pending:
(a) Criminal prosecutions 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. Financial statements and exhibits.
(a) Financial statements and exhibits should be attached to this statement as an appendix, but list under this item the financial statements and exhibits so attached.
(b) 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 commissioner otherwise requires, on a consolidated basis if such consolidated statements are prepared in the usual course of business.
Unless the commissioner otherwise permits, the annual financial statements shall be accompanied by the certificate of an independent public accountant to the effect that such 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 who is actively engaged in the business of insurance, the annual financial statements need not be certified, provided they are based on the Annual Statement of such 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 such state.
(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 FORM B or regulations sections 0.04 and 0.06.
SIGNATURES
Signatures and certification of the form as follows:
SIGNATURE
Pursuant to the requirements of Iowa Code section 521A.4 and Regulation No. 4.01, the Registrant has
caused this registration statement to be duly signed on its behalf in the City of ___________________
and State of ______________________ on the ________ day of _________________, 19 ________.
(SEAL)
(Name of Registrant)
By 	
(Name) (Title)
Attest:
	
(Signature of Officer)
	
(Title)
CERTIFICATION
The undersigned deposes and says that deponent has duly executed the attached registration statement dated _______________, 19 ________, for and on behalf of ________________________________;
(Name of Company)
that deponent is the _________________________ of such company, and that deponent has authority
(Title of Officer)
to execute and file such instrument. Deponent further says that deponent is familiar with such instrument and that the facts therein set forth are true to the best of deponent’s knowledge, information and belief.
(Signature) 	
(Type or print name beneath) 	
FORM C
SUMMARY OF REGISTRATION STATEMENT
Filed with the Insurance Division of Iowa
By
________________________________________
Name of Registrant
On Behalf of the Following Insurance Companies
Name Address

	
	
Date: 	, 19 ________
Name, title, address and telephone number of individual to whom notices and correspondence concerning this summary should be addressed:

	
	
Furnish a brief description of all items in the current annual registration statement which represented changes from the prior year’s annual registration statement. The description shall be in a manner as to permit the proper evaluation thereof by the commissioner, and shall include specific references to item numbers in the annual registration statement and to the terms contained therein.
Changes occurring under Item 2 of FORM B, insofar as changes in the percentage of each class of voting securities held by each affiliate are concerned, need be included only where such changes are ones which result in ownership or holdings of 10 percent or more of voting securities, loss or transfer of control, or acquisition of loss of partnership interest.
Changes occurring under Item 4 of the FORM B need be included only where: an individual is, for the first time, made a director or executive officer of the ultimate controlling person; a director or executive officer terminates their responsibilities with the ultimate controlling person; or in the event an individual is named president of the ultimate controlling person.
If a transaction disclosed on the prior year’s annual registration statement has been changed, the nature of such change shall be included. If a transaction disclosed on the prior year’s annual registration statement has been effectuated, furnish the mode of completion and describe any flow of funds between affiliates resulting from the transaction.
The insurer shall 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 whose purpose it is to avoid statutory threshold amounts and the review that might otherwise occur.
SIGNATURE
Pursuant to the requirements of Iowa Code section 521A.4, the registrant has caused this summary of registration statement to be duly signed on its behalf in the City of 	
and State of ______________________ on the ________ day of _________________, 19 ________.
	
(Name of Registrant)
	
(Name) (Title)
Attest:
	
(Signature of Officer)
(SEAL)
	
(Title)
CERTIFICATION
The undersigned deposes and says that having duly executed the attached summary of registration statement dated ________________________________________, 19 ________, for and on behalf of _____________________________; as 	 of such company, with
(Name of Company) (Title of Officer)
authority to execute and file such instrument, deponent is familiar with such instrument and the facts therein set forth are true to the best of deponent’s knowledge, information and belief.
(Signature) 	
(Type or print name beneath) 	
FORM D
PRIOR NOTICE OF A TRANSACTION
Filed with the Insurance Division of Iowa
By
________________________________________
Name of insurer filing notice
On behalf of the following insurance companies
Name Address

	
	
Date: 	, 19 ________
Name, title, address and telephone number of individual to whom notices and correspondence concerning this summary should be addressed:

	
Item 1. Identity of parties to transaction.
Furnish the following information for each of the parties to the transaction:
(a) Name.
(b) Home office address.
(c) Principal executive office address.
(d) The organizational structure, i.e., corporation, partnership, individual, trust, etc.
(e) A description of the nature of the parties’ business operations.
(f) Relationship, if any, of other parties to the transaction to the insurer filing the notice, including any ownership or debtor/creditor interest by any other parties to the transaction in the insurer seeking approval, or by the insurer filing the notice in the affiliated parties.
(g) Where the transaction is with a nonaffiliate, the name(s) of the affiliate(s) which will receive, in whole or in substantial part, the proceeds of the transaction.
Item 2. Description of the transaction.
Furnish the following information for each transaction for which notice is being given:
(a) A statement as to whether notice is being given under Iowa Code section 521A.5(1)“b” or section 521A.5(1)“c.”
(b) A statement of the nature of the transaction.
(c) The proposed effective date of the transaction.
Item 3. Sales, purchases, exchanges, loans, extensions of credit, guarantees, or investments.
Furnish a brief description of the amount and source of funds, securities, property or other consideration for the sale, purchase, exchange, loan, extension of credit, guarantee, or investment, whether any provision exists for purchase by the insurer filing notice, by any party to the transaction, or by any affiliate of the insurer filing notice; a description of the terms of any securities being received, if any; and a description of any other agreements relating to the transaction such as contracts, agreements for services, or consulting agreements. If the transaction involves other than cash, furnish a description of the consideration, its cost and its fair market value, together with an explanation of the basis for evaluation.
If the transaction involves a loan, extension of credit or a guarantee, furnish a description of the maximum amount which the insurer will be obligated to make available under such loan, extension of credit or guarantee, the date on which the credit or guarantee will terminate, and any provisions for the accrual of or deferral of interest.
If the transaction involves an investment, guarantee or other arrangement, state the time period during which the investment, guarantee or other arrangement will remain in effect, together with any provisions for extensions or renewals of such investments, guarantees or arrangements. Furnish a brief statement as to the effect of the transaction upon the insurer’s surplus.
If the transaction involves a loan or extension of credit to any person who is not an affiliate, furnish a brief description of the agreement or understanding whereby the proceeds of the proposed transaction, in whole or in substantial part, are to be used to make loans or extensions of credit to, to purchase the assets of, or to make investments in, any affiliate of the insurer making such loans or extensions of credit, and specify in what manner the proceeds are to be used to loan to, extend credit to, purchase assets of or make investments in any affiliate. Describe the amount and source of funds, securities, property or other consideration for the loan or extension of credit and, if the transaction is one involving consideration other than cash, a description of its cost and its fair market value together with an explanation of the basis for evaluation. Furnish a brief statement as to the effect of the transaction upon the insurer’s surplus.
No notice need be given if the sale, purchase, exchange, loan, extension of credit, guarantee or investment is one which is less than the greater of 5 percent of the insurer’s admitted assets or 25 percent of surplus as regards policyholders.
Item 4. Reinsurance.
If the transaction is a reinsurance agreement or modification thereto, furnish a description of the known or estimated amount of liability to be ceded or assumed in each calendar year, the period of time during which the agreement will be in effect, and a statement of whether an agreement will be in effect, and a statement of whether an agreement or understanding exists between the insurer and a nonaffiliate to the effect that any portion of the assets constituting the consideration for the agreement will be transferred to one or more of the insurer’s affiliates. Furnish a brief description of the consideration involved in the transaction, and a brief statement as to the effect of the transaction upon the insurer’s surplus.
No notice need be given for reinsurance agreements or modification thereto if the reinsurance premium or a change in the insurer’s liabilities in connection with the reinsurance agreement or modification thereto is less than 25 percent of the insurer’s surplus as regards policyholders, as of the preceding 31st day of December.
Item 5. Management agreements, service agreements and cost-sharing agreements.
For management and service agreements, furnish:
(a) A brief description of the managerial responsibilities or services to be performed; and
(b) A brief description of the agreement, including a statement of its duration, together with brief descriptions of the basis for compensation and the terms under which payment or compensation is to be made.
For cost-sharing arrangements, furnish:
(a) A brief description of the purpose of the agreement;
(b) A description of the period of time during which the agreement is to be in effect;
(c) A brief description of each party’s expenses or costs covered by the agreement; and
(d) A brief description of the accounting basis to be used in calculating each party’s costs under the agreement.
Pursuant to the requirements of Iowa Code section 521A.5, the applicant has caused this notice to be duly signed on its behalf in the City of _____________________ and State of ____________ on the __________ day of _________________________, 19 _____.
	
(Name of requesting party)
By: 	
(Name) (Title)
Attest:
	
(Signature of Officer)
(SEAL)
	
(Title)
CERTIFICATION
The undersigned acknowledges that having duly executed the attached prior notice of a transaction dated ______________, 19 ________, for and on behalf of _________________________________;
(Name of Company)
as ________________________ of such company, with authority to execute and file such instrument,
(Title of Officer)
deponent is familiar with such instrument and the facts therein set forth are true to the best of deponent’s knowledge, information and belief.
(Signature) 	
(Type or print name beneath) 	
These rules are intended to implement Iowa Code sections 521A.4 and 521A.8.
[Filed 11/19/70; amended 12/14/72]
[Filed 2/23/83, Notice 1/19/83—published 3/16/83, effective 4/20/83]
[Filed 8/21/86, Notice 7/16/86—published 9/10/86, effective 10/15/86]
[Editorially transferred from [510] to [191] IAC Supp. 10/22/86; see IAB 7/30/86]
[Filed emergency 6/21/91—published 7/10/91, effective 6/21/91]