2011 ORS § 732.523¹
Procedure for acquiring controlling interest of capital stock
- • filing of statement
- • request for hearing
(1) An acquiring party:
(a) Must file with the Director of the Department of Consumer and Business Services for approval a statement containing the information required in this section. If more than one acquiring party is required to file a statement under this paragraph, any or all such parties acting in concert may file a joint statement.
(b) Must deliver or mail to the domestic insurer to which the activity described in ORS 732.521 (Activities that are prohibited unless specified procedures followed) (1) applies, concurrently with filing the statement under paragraph (a) of this subsection, a statement containing the information required by this section. A statement mailed under this paragraph shall be sent by certified mail, return receipt requested. If a joint statement is filed under paragraph (a) of this subsection, the joint statement shall be the statement mailed or delivered under this paragraph.
(2) The statement to be filed with the director under this section shall be made under oath or affirmation and shall contain the following information:
(a) The name and address of the domestic insurer involved and each acquiring party required to file the statement, and additional biographical and business information about each acquiring party required to file the statement, business plans and information regarding persons who will serve as or perform functions of directors or officers, as required by the director.
(b) The source, nature and amount of the consideration used or to be used in effecting the activity, a description of any transaction in which funds were or are to be obtained for the activity and the identity of persons furnishing the consideration. However, when a source of consideration is a loan made in the lenders ordinary course of business, the identity of the lender shall remain confidential as provided in ORS 705.137 (Information that is confidential or not subject to disclosure), if the acquiring party filing the statement so requests.
(c) Fully audited financial information as to the earnings and financial condition of each acquiring party for the preceding five fiscal years of the acquiring party, or for such lesser period as the acquiring party and any predecessors of the acquiring party have been in existence, and similar unaudited information as of a date not earlier than 90 days prior to the filing of the statement.
(d) Any plan or proposals of each acquiring party required to file a statement to liquidate the insurer, to sell its assets or merge or consolidate it with any person, or to make any other material change in its business or corporate structure or management.
(e) As required by the director, information regarding shares to be acquired by an acquiring party in connection with the activity, information regarding related offers or agreements, information regarding classes of security to be acquired and related contracts, arrangements or understandings, and information regarding related purchases of securities and recommendations to purchase.
(f) Any additional information required by the director.
(3) All requests or invitations for tenders or advertisements making a tender offer or requesting or inviting tenders of securities for control of a domestic insurer made by or on behalf of any acquiring party required to file the statement under this section shall contain such information specified in subsection (2) of this section as the director may prescribe. Copies of the materials shall be filed with the director at least 10 days prior to the time the materials are first published or sent or given to security holders. Any additional materials soliciting or requesting the tenders subsequent to the initial solicitation or request shall contain such information as the director may prescribe. Copies of the additional materials shall be filed with the director at least 10 days prior to the time the materials are first published or sent or given to security holders.
(4) If any acquiring party required to file the statement under this section is a partnership, limited partnership, syndicate or other group, the director may require that the information called for by subsection (2) of this section be given with respect to each partner of the partnership or limited partnership, each member of the syndicate or group and each person who controls the partner or member. If any such partner, member or person is a corporation or if the acquiring party is a corporation, the director may require that the information called for by subsection (2) of this section be given with respect to the corporation and each officer and director of the corporation and each person who is directly or indirectly the beneficial owner of more than 10 percent of the outstanding securities of the corporation.
(5) If any material change occurs in the facts set forth in the statement filed under this section, the party who filed the statement must file with the director and send to the insurer, within two business days after the party learns of the change, an amendment setting forth the change together with copies of all documents and other material relevant to the change.
(6) If an offer, request, invitation, agreement or acquisition referred to in ORS 732.521 (Activities that are prohibited unless specified procedures followed) (1) is proposed to be made by means of a registration statement under the Securities Act of 1933 or in circumstances requiring the disclosure of similar information under the Securities Exchange Act of 1934, or under a state law requiring similar registration or disclosure, the party or parties required to file the statement under this section may use such documents in furnishing the information called for by that statement.
(7) Any acquiring party may file with the completed statement or within 10 days thereafter a written request for a hearing on the acquisition. The insurer to be acquired may file with the director a written request for a hearing on the acquisition within 10 days after the filing of the completed statement. [1983 c.498 §9; 1993 c.447 §29; 1995 c.79 §359; 2001 c.377 §10]