382.050. Statement, contents.
Statement, contents.
382.050. 1. The statement to be filed with the directorshall be made under oath or affirmation and shall contain thefollowing information:
(1) The name and address of each person hereinafter called"acquiring party" by whom or on whose behalf the merger or otheracquisition of control referred to in section 382.040 is to beeffected, and
(a) If that person is an individual, his principaloccupation and all offices and positions held during the pastfive years, and any conviction of crimes other than minor trafficviolations during the past ten years; and
(b) If that person is not an individual, a report of thenature of its business operations during the past five years orfor such lesser period as that person and any predecessorsthereof have been in existence;
(c) An informative description of the business intended tobe done by that person and its subsidiaries; and
(d) A list of all individuals who are or who have beenselected to become directors or executive officers of suchperson, or who perform or will perform functions appropriate tosuch positions. The list shall include for each such individualthe information required by paragraph (a) of subdivision (1) ofsubsection 1 of this section;
(2) The source, nature and amount of the consideration tobe used in effecting the merger or other acquisition of control,a description of any transaction wherein funds were or are to beobtained for any such purpose, including any pledge of theinsurer's stock or the stock of any subsidiaries or controllingaffiliates, and the identity of persons furnishing suchconsideration, but, where a source of the consideration is a loanmade in the lender's ordinary course of business, the identity ofthe lender shall remain confidential, if the person filing thestatement so requests;
(3) Fully audited financial information as to the earningsand financial condition of each acquiring party for the precedingfive fiscal years of each such acquiring party, or for suchlesser period as such acquiring party and any predecessorsthereof shall have been in existence, and similar unauditedinformation as of a date not earlier than ninety days prior tothe filing of the statement;
(4) Any plans or proposals which each acquiring party mayhave to liquidate the insurer, to sell its assets, to merge orconsolidate it with any person, or to make any other materialchange in its business or corporate structure or management;
(5) The number of shares of any security referred to insection 382.040 which each acquiring party proposes to acquire;
(6) The terms of the proposed offer, request, invitation,agreement, or acquisition referred to in section 382.040, and astatement as to the method by which the fairness of the proposalwas arrived at;
(7) The amount of each class of any security referred to insection 382.040 which is beneficially owned or concerning whichthere is a right to acquire beneficial ownership by eachacquiring party;
(8) A full description of any contracts, arrangements orunderstandings with respect to any security referred to insection 382.040 in which any acquiring party proposes to be or isinvolved, including but not limited to transfer of any of thesecurities, joint ventures, loan or option arrangements, puts orcalls, guarantees of loans, guarantees against loss or guaranteesof profits, division of losses or profits, or the giving orwithholding of proxies. Such description shall identify thepersons with whom such contracts, arrangements or understandingshave been or will be entered into;
(9) A description of the purchase of any security referredto in section 382.040 during the twelve calendar months precedingthe filing of the statement by any acquiring party, including thedates of purchase, names of the purchasers, and considerationpaid or agreed to be paid therefor;
(10) A description of any recommendations to purchase anysecurity referred to in section 382.040 made during the twelvecalendar months preceding the filing of the statement by anyacquiring party, or by anyone based upon interviews or at thesuggestion of such acquiring party;
(11) Copies of the form of all tender offers for, requestsor invitations for tenders of, exchange offers for, andagreements to acquire or exchange any securities referred to insection 382.040, and of the form of additional solicitingmaterial, if distributed, relating thereto;
(12) The terms of any agreement, contract or understandingmade with or proposed to be made with any broker-dealer as tosolicitation of securities referred to in section 382.040 fortender, and the amount of any fees, commissions or othercompensation to be paid to broker-dealers with regard thereto;and
(13) Such additional information as the director may byrule or regulation prescribe as necessary or appropriate for theprotection of policyholders of the insurer or in the publicinterest.
2. If the person required to file the statement referred toin section 382.040 is a partnership, limited partnership,syndicate or other group, the director may require that theinformation called for by subdivisions (1) to (13) of subsection1 of this section shall be given with respect to each partner ofsuch partnership or limited partnership, each member of suchsyndicate or group, and each person who controls such partner ormember. If any such partner, member or person is a corporationor the person required to file the statement referred to insection 382.040 is a corporation, the director may require thatthe information called for by subdivisions (1) to (13) ofsubsection 1 of this section shall be given with respect to thecorporation, each officer and director of the corporation, andeach person who is directly or indirectly the beneficial owner ofmore than ten percent of the outstanding voting securities of thecorporation.
3. If any material change occurs in the facts set forth inthe statement filed with the director and sent to the insurerpursuant to this section, an amendment setting forth the change,together with copies of all documents and other material relevantto the change, shall be filed with the director and shall be sentto the insurer within two business days after the person learnsof the change.
4. If any offer, request, invitation, agreement oracquisition referred to in section 382.040 is proposed to be madeby means of a registration statement under the Securities Act of1933 or in circumstances requiring the disclosure of similarinformation under the Securities Exchange Act of 1934, or under astate law requiring similar registration or disclosure, theperson required to file the statement referred to in section382.040 may utilize such documents in furnishing the informationcalled for by that statement.
(L. 1971 S.B. 101 § 7, A.L. 1983 H.B. 633 merged with S.B. 333, A.L. 1992 H.B. 1574)