CHAPTER 13. INITIAL LIMITS ON OWNERSHIP OF SHARES
IC 27-15-13
Chapter 13. Initial Limits on Ownership of Shares
IC 27-15-13-1
Acquisition of beneficial ownership; limitations
Sec. 1. (a) Except as specifically provided in a plan of conversion,
for five (5) years following the effective date of the conversion no
person or persons acting in concert (other than the former mutual,
any parent company, or any employee benefit plans or trusts
sponsored by the former mutual or a parent company) shall directly
or indirectly acquire, or agree or offer to acquire, in any manner the
beneficial ownership of five percent (5%) or more of the outstanding
shares of any class of a voting security of the former mutual or any
parent company without the prior approval by the commissioner of
a statement filed by that person with the commissioner.
(b) The statement described in subsection (a) must contain the
information required by IC 27-1-23-2(b) and any other information
required by the commissioner.
As added by P.L.94-1999, SEC.3.
IC 27-15-13-2
Acquisition of beneficial ownership; factors for approval
procedure
Sec. 2. (a) The commissioner may not approve an acquisition
under section 1(a) of this chapter unless the commissioner finds that:
(1) the requirements of IC 27-1-23-2(e) will be satisfied;
(2) the acquisition will not frustrate the plan of conversion or
the amendment to the articles of incorporation as approved by
the members and the commissioner;
(3) the boards of directors of the former mutual and any parent
company have approved the acquisition; and
(4) the acquisition would be in the best interest of the present
and future policyholders of the former mutual without regard to
any interest of policyholders as shareholders of the former
mutual or any parent company.
(b) The commissioner shall adopt rules under IC 4-22-2 to
establish a procedure under which an institutional investor that is not
affiliated with the former mutual or a parent company may be
considered to have been approved by the commissioner under this
section to acquire beneficial ownership of at least five percent (5%)
or less than ten percent (10%) of the outstanding shares of any class
of a voting security of the former mutual or any parent company
upon the filing with the commissioner of:
(1) a certificate executed by appropriate officers of the former
mutual and any parent company certifying that:
(A) the acquisition has been approved by the boards of
directors of the former mutual and any parent company; and
(B) the institutional investor is not an affiliate of the former
mutual or any parent company; and
(2) a certificate executed by appropriate officers of the
institutional investor:
(A) certifying that the institutional investor will acquire the
shares in the ordinary course of its business and not with the
purpose nor with the effect of changing or influencing the
control, management, or policies of the former mutual or the
parent company;
(B) certifying that the institutional investor is not an affiliate
of the former mutual or any parent company; and
(C) undertaking to notify the commissioner and the former
mutual and any parent company in writing not less than
twenty (20) business days before any change in the matters
certified.
The commissioner may require the filing of any other information the
commissioner considers necessary and may provide in the rules for
remedies or consequences upon receipt of a notice under subdivision
(2)(C), including divestiture and denial of voting rights.
As added by P.L.94-1999, SEC.3.
IC 27-15-13-3
Voting of securities subject to acquisition
Sec. 3. A security that is:
(1) the subject of any agreement or arrangement regarding
acquisition; or
(2) held, acquired, or is to be acquired;
in contravention of this chapter or of an order of the commissioner,
may not be voted at any shareholders' meeting. Any action of
shareholders requiring the affirmative vote of a percentage of shares
may be taken as though the securities were not issued and
outstanding. However, no action taken at a meeting shall be
invalidated by the voting of those securities unless the action would
materially affect control of the former mutual or a person that owns
or controls a majority or all of the voting securities of the former
mutual or unless the courts of this state have so ordered.
As added by P.L.94-1999, SEC.3.
IC 27-15-13-4
Supplemental nature of provisions
Sec. 4. The requirements of this chapter are in addition to any
other filings or approvals required by IC 27-1-23 or otherwise by
law.
As added by P.L.94-1999, SEC.3.