R590-70-2. Definitions.

A. "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 for a person, whether incorporated or unincorporated, functions corresponding to those performed by the foregoing officers.

B. "Ultimate controlling person" means that person within an insurance holding company system which is not controlled by any other person.

C. All other terms used herein shall have the same meanings prescribed in Section 31A-1-301 of the Utah Code.

R590-70-3. Acquisition of Control - Statement Filing.

A. A person required to file a statement pursuant to Section 31A-16-103 shall furnish the required information on Holding Company Form A, entitled "Statement Regarding the Acquisition of Control of or Merger with a Domestic Insurer."

B. 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.

R590-70-4. Registration of Insurers - Statement Filing.

A. An insurer required to file a statement pursuant to Section 31A-16-105 U.C.A., shall furnish the required information on Holding Company Form B, entitled "Insurance Holding Company System Registration Statement.

B. An amendment to Holding Company Form B shall be filed within 15 days after the end of any month in which the following occurs:


1. There is a change in the control of the registrant, in which case the entire form shall be made current;

2. There is a material change in the information given in Item 5 or Item 6 of the form, in which case the respective item shall be made current;

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  C. An amendment to Holding Company Form B shall be filed by May 1 of each year. Such amendment shall make current all information in Holding Company Form B.

R590-70-5. Alternative and Consolidated Registrations.

A. Any authorized insurer may file a registration statement on behalf of any affiliated insurer or insurers which are required to register under Section 31A-16-105 U.C.A. A registration statement may include information regarding any insurer to 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 Holding Company 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 Holding Company Form B; and

2. the filing insurer is the principal insurance company in the insurance holding company system.

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  B. 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 Holding Company 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.

  C. 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 paragraph (a) above.

R590-70-6. Disclaimers and Termination of Registration.

A disclaimer of affiliation pursuant to Section 31A-16-105(10) U.C.A., or a request for termination of registration pursuant to Section 31A-16-105(6) U.C.A., claiming that a person does not, or will not upon the taking of some proposed action, control any other person (hereinafter referred to as the "subject") shall contain the following information:

A. the number of authorized, issued and outstanding voting securities of the subject;

B. with respect to the person whose control is denied and all affiliates of such person:


1. 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,

2. Information as to all transactions in any voting securities of the subject which were effected during the past six months by such persons.

C. All material relationships and bases for affiliation between the subject and the person whose control is denied and all affiliates of such person.

D. A statement explaining why such person should not be considered to control the subject.

R590-70-7. Extraordinary Dividends and Other Distributions.
Requests for approval of extraordinary dividends or any other extraordinary distribution shall include the following:

A. the date established for payment of the dividend:

B. a statement as to whether the dividend is to be in cash or other property and, if in property, the fair market value of such property together with an explanation of the basis for valuation;

C. the amounts and dates of dividends paid in the last 12 month period (including the date proposed for payment of the dividend for which approval is sought);

D. 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;

E. 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.

R590-70-8. Forms - General Requirements.

A. Forms A, B, C, and D are intended to be guides in the preparation of the statements required by Sections 31A-16-103, 31A-16-105, and 31A-16-106. They are not intended to be blank forms which are to be filled in. These statements filed shall contain the numbers and captions of all items, but the text of the items may be omitted provided the answers thereto are prepared in such a manner as to indicate clearly the scope and coverage of the items. All instructions, whether appearing under the items of the form or elsewhere therein, are to be omitted. Unless expressly provided otherwise, if any item is inapplicable or the answer thereto is in the negative, an appropriate statement to that effect shall be made.

B. Three complete copies of each statement including exhibits and all other papers and documents filed as a part thereof, shall be filed with the commissioner by personal delivery or mail addressed to: Insurance Commissioner of the State of Utah. A copy of Form C shall be filed in each state in which an insurer is authorized to do business, if the commissioner of that state has notified the insurer of its request in writing, in which case the insurer has 14 days from receipt of the notice to file such form. At least one of the copies shall be manually signed in the manner prescribed on the form. Unsigned copies shall be conformed. If the signature of any person is affixed pursuant to a power of attorney or other similar authority, a copy of such power of attorney or other authority shall also be filed with the statement.

C. Statements should be prepared on paper 8 1/2"x 11" in size and preferably bound at the top or the top left-hand corner. Exhibits and financial statements, unless specifically prepared for the filing, may be submitted in their original size. All copies of any statement, financial statements, or exhibits shall be clear, easily readable and suitable for photocopying. Debits in credit categories and credits in debit categories shall be designated so as to be clearly distinguishable as such on photocopies. Statements shall be in the English language and monetary values shall be stated in United States currency. If any exhibit or other paper or document filed with the statement is in a foreign language, it shall be accompanied by a translation into the English language and any monetary value shown in a foreign currency normally shall be converted into United States currency.

D. Forms A, B, C, & D can be obtained from the Utah State Insurance Department.

R590-70-9. Forms - Incorporation by Reference, Summaries and Omissions.

A. Information required by any item of Form A, Form B or Form D may be incorporated by reference in answer or partial answer to any other item. Information contained in any financial statement, annual report, proxy statement, statement filed with a governmental authority, or any other document may be incorporated by reference in answer or partial answer to any item of Form A, Form B or Form D provided such document or paper is filed as an exhibit to the statement. Excerpts of documents may be filed as exhibits if the documents are extensive. Documents currently on file with the commissioner which were filed within three years need not be attached as exhibits. References to information contained in exhibits or in documents already on file shall clearly identify the material and shall specifically indicate that such material is to be incorporated by reference in answer to the item. Matter shall not be incorporated by reference in any case where such incorporation would render the statement incomplete, unclear or confusing.

B. Where an item requires a summary or outline of the provisions of any document, only a brief statement shall be made as to the pertinent provisions of the document. In addition to such statement, the summary or outline may incorporate by reference particular parts of any exhibit or document currently on file with the commissioner which was filed within three years and may be qualified in its entirety by such reference. In any case where two or more documents required to be filed as exhibits are substantially identical in all material respects except as to the parties thereto, the dates of execution, or other details, a copy of only one of such documents need be filed with a schedule identifying the omitted documents and setting forth the material details in which such documents differ from the documents a copy of which is filed.

R590-70-10. Forms-Information Unknown or Unavailable and Extension of Time to Furnish.

A. Information required need be given only insofar as it is known or reasonably available to the person filing the statement. If any required information is unknown and not reasonably available to the person filing, either because the obtaining thereof would involve unreasonable effort or expense, or because it rests peculiarly within the knowledge of another person not affiliated with the person filing, the information may be omitted, subject to the following conditions:


(1) The person filing shall give such information on the subject as it possesses or can acquire without unreasonable effort or expense, together with the sources thereof; and

(2) The person filing shall include a statement either showing that unreasonable effort or expense would be involved or indicating the absence of any affiliation with the person within whose knowledge the information rests and stating the result of a request made to such person for the information.

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  B. If it is impractical to furnish any required information, document or report at the time it is required to be filed, there may be filed with the commissioner as a separate document:
  

  (1) identifying the information, document or report in question;

  (2) stating why the filing thereof at the time required is impractical; and

  (3) requesting an extension of time for filing the information, document or report to a specified date. The request for extension shall be deemed granted unless the commissioner within 60 days after receipt thereof enters an order denying the request.

  
  R590-70-11. Forms - Additional Information and Exhibits.
  In addition to the information expressly required to be included in Form A, Form B, Form C and Form D, there shall be added such further material information, if any, as may be necessary to make the information contained therein not misleading. The person filing may also file such exhibits as it may desire in addition to those expressly required by the statement. Such exhibits shall be so marked as to indicate clearly the subject matters to which they refer. Changes to Forms A, B, C or D shall include on the top of the cover page the phrase: "Change No. (insert number) to" and shall indicate the date of the change and not the date of the original filing.

  R590-70-12. Summary of Registration - Statement Filing.
  An insurer required to file an annual registration statement pursuant to Section 31A-16-105, Utah Code 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.

  R590-70-13. Separability.
  If any provision of this rule or the application thereof to any person or circumstance is for any reason held to be invalid, the remainder of the rule and the application of such provision to other persons or circumstances shall not be affected thereby.

  KEY: insurance law
  1992 31A-2-201

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