Pennsylvania Code & Bulletin
COMMONWEALTH OF PENNSYLVANIA

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31 Pa. Code § 25.16. Acquisition of control—statement filings.

§ 25.16. Acquisition of control—statement filings.

 (a)  A person required to file a statement under section 1402 of the act (40 P. S. §  991.1402) shall furnish the required information on Form A located in Appendix A as prescribed by this chapter. If the information requirements in section 1403(c)(2) of the act and the criteria in section 1403(d)(2) of the act (40 P. S. § §  991.1403(c)(2) and 991.1403(d)(2)), regarding the competitive impact of an acquisition in this Commonwealth, apply to a Form A filing, the person shall also furnish the required information on Form E located in Appendix A as prescribed by this chapter.

 (b)  A person filing a request under section 1402(g) of the act for an exemption from section 1402 of the act is not required to file a Form A as prescribed by this chapter but shall provide information deemed by the Commissioner as necessary to determine that an offer, request, invitation, agreement or acquisition does either of the following:

   (1)  Has not been made or entered into for the purpose and will not have the effect of changing or influencing the control of a domestic insurer.

   (2)  Otherwise is not comprehended within the purposes of section 1402 of the act.

 (c)  A person required to file a preacquisition notification under section 1403(b) of the act for an acquisition not subject to a Form A filing under section 1402 of the act shall file Form E as prescribed by this chapter.

 (d)  Under section 1403(c)(2) of the act the Department may require material and information in addition to the information required by Form E as reasonably necessary to determine whether the proposed acquisition, if consummated, would exceed the competitive standard of section 1403(d) of the act. The additional information required may include an opinion of an economist as to the competitive impact in this Commonwealth of an acquisition that would exceed the competitive standard of section 1403(d) of the act. The opinion shall be obtained by the person filing the form and shall be accompanied by a summary of the economist’s education and experience indicating the economist’s ability to render an informed opinion.

 (e)  Under section 1402(d) of the act, a person shall file with the Department and send to the insurer an amendment disclosing a material change in the information furnished on Forms A and E within 2 business days after the person learns of the change. If the acquiring person is not an individual, a material change includes changes in directors, executive officers or owners of 10% or more of the voting securities of the acquiring person. In addition, the person shall file with the Department and send to the insurer within 5 business days an amendment disclosing a change other than a material change in the information furnished on Forms A and E arising after the date on which the form was filed but before a determination is made on the filing.

 (f)  If the person being acquired is deemed to be a ‘‘domestic insurer’’ under section 1402(a)(2)(i) of the act, the name of the domestic insurer on the first page of Forms A and E shall be indicated as follows: ‘‘ABC Insurance Company, a subsidiary of XYZ Holding Company.’’

 (g)  If a person deemed to be a ‘‘domestic insurer’’ under section 1402(a)(2)(i) of the act is being acquired, references to ‘‘the insurer’’ in Forms A and E shall refer to both the domestic subsidiary insurer and the person being acquired.

Authority

   The provisions of this §  25.16 issued under Article XIV of The Insurance Company Law of 1921 (40 P. S. § §  991.1401—991.1413); amended under section 337.8 and Article XIV of The Insurance Company Law of 1921 (40 P. S. § §  459.8 and 991.1401—991.1413); and sections 206, 506, 1501 and 1502 of The Administrative Code of 1929 (71 P. S. § §  66, 186, 411 and 412).

Source

   The provisions of this §  25.16 adopted September 3, 1993, effective September 4, 1993, 23 Pa.B. 4216; amended August 10, 2001, effective August 11, 2001, 31 Pa.B. 4406; amended May 16, 2014, effective June 16, 2014, 44 Pa.B. 2851. Immediately preceding text appears at serial pages (281685) to (281687).



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