2013 ORS § 732.523¹
Procedure for acquiring controlling interest of capital stock
  • filing of statement
  • contents
  • request for hearing

(1) An acquiring party shall:

(a) File a statement of acquisition that has the information specified in this section with the Director of the Department of Consumer and Business Services for approval. If more than one acquiring party must file a statement under this paragraph, any or all acquiring parties that are acting in concert may file a joint statement.

(b) 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 that has the information specified in this section. A statement mailed under this paragraph must be sent by certified mail, return receipt requested. If a joint statement is filed under paragraph (a) of this subsection, the joint statement must be the statement mailed or delivered under this paragraph.

(2) The statement an acquiring party files with the director under this section must be made under oath or affirmation and must have the following information:

(a) The name and address of the domestic insurer that is subject to the acquisition and of each acquiring party that must file the statement, additional biographical and business information about each acquiring party that must file the statement, and business plans and information regarding persons who will serve as or perform functions of directors or officers, as required by the Director of the Department of Consumer and Business Services.

(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 that provide the consideration. If a source of consideration is a loan made in the lenders ordinary course of business, the identity of the lender must remain confidential as provided in ORS 705.137 (Information that is confidential or not subject to disclosure), if the acquiring party filing the statement requests confidentiality.

(c) Fully audited financial information as to the earnings and financial condition of each acquiring party for the acquiring partys preceding five fiscal years, or for as long as the acquiring party and any predecessors of the acquiring party have existed, if the acquiring party and the acquiring partys predecessors have existed for a shorter period of time, and similar unaudited information as of a date not earlier than 90 days before the statement was filed.

(d) Any plan or proposals that each acquiring party that must file a statement has to liquidate the insurer, to sell the insurers assets or to merge or consolidate the insurer with any person or to make any other material change in the insurers business, corporate structure or management.

(e) The number of shares of any security of a type described in ORS 732.521 (Activities that are prohibited unless specified procedures followed) that each acquiring party proposes to acquire, the terms of any offer, request, invitation, agreement or acquisition of any security of a type described in ORS 732.521 (Activities that are prohibited unless specified procedures followed) and a statement as to the method by which the acquiring party determined the fairness of the proposal.

(f) The amount of each class of any security of a type described in ORS 732.521 (Activities that are prohibited unless specified procedures followed) that each acquiring party owns beneficially or concerning which each acquiring party has a right to acquire beneficial ownership.

(g) A full description of any contracts, agreements or understandings with respect to any security of a type described in ORS 732.521 (Activities that are prohibited unless specified procedures followed) in which any acquiring party is involved, including but not limited to contracts, agreements or understandings that govern a transfer of any of the securities or that relate to joint ventures, loan or option arrangements, puts or calls, loan guarantees, guarantees against loss or guarantees of profits, division of losses or profits, or giving or withholding proxies. The description must identify the persons with which each acquiring party has entered into the contract, agreement or understanding.

(h) The names of persons who have purchased any securities of a type described in ORS 732.521 (Activities that are prohibited unless specified procedures followed) during the 12 months before the date on which the acquiring party files the statement under this section, together with the dates of purchase and the amount and type of consideration the persons paid or agreed to pay.

(i) A description of any recommendations to purchase any securities of a type described in ORS 732.521 (Activities that are prohibited unless specified procedures followed) that an acquiring party made during the 12 months before the date on which the acquiring party files the statement under this section, or of any recommendations that another person made as a result of interviewing an acquiring party or at an acquiring partys suggestion.

(j) Copies of all tender offers, requests, exchange offers, invitations to tender or agreements to acquire securities of a type described in ORS 732.521 (Activities that are prohibited unless specified procedures followed), along with any additional material used to solicit the tender offers, requests, exchange offers, invitations to tender or agreements, if any additional material was distributed.

(k) The term of any contract, agreement or understanding for soliciting securities of a type described in ORS 732.521 (Activities that are prohibited unless specified procedures followed) for tender that is made with or proposed to be made with a broker-dealer, together with the fees, commissions or other compensation the broker-dealer will receive in connection with the solicitation.

(L) An agreement to submit an enterprise risk report under ORS 732.569 (Annual enterprise risk report) each year during which the acquiring party controls the domestic insurer and an acknowledgment that the acquiring party and all subsidiaries in the insurance holding company system that are within the acquiring partys control will provide, at the directors request, information the director needs to evaluate enterprise risk to the insurer.

(m) Any additional information the director may require.

(3) All requests or invitations for tenders or advertisements that make a tender offer or request or invite 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 must have the information specified in subsection (2) of this section. Copies of the materials must be filed with the director at least 10 days before the time the materials are first published or sent or given to security holders. Any additional materials that solicit or request the tenders after the initial solicitation or request must have the information specified in subsection (2) of this section. Copies of the additional materials must 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 specified in 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 that controls the partner or member. If any partner, member or person is a corporation or if the acquiring party is a corporation, the director may require that the information described in subsection (2) of this section be given with respect to the corporation and each officer and director of the corporation and each person that 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 that filed the statement shall file with the director and send to the insurer, within two business days after the party learns of the change, an amendment that sets 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 described 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 that require disclosing similar information under the Securities Exchange Act of 1934, or under a state law that requires a similar registration or disclosure, the party or parties may use the registration statement or disclosure to provide the information the party or parties must provide in the statement required under subsection (1) of this section.

(7) Any acquiring party may file with the completed statement or within 10 days after the date on which the acquiring party filed the statement a written request for a hearing on the acquisition. The insurer that is subject to the acquisition may file with the director a written request for a hearing on the acquisition within 10 days after the acquiring party filed the completed statement. [1983 c.498 §9; 1993 c.447 §29; 1995 c.79 §359; 2001 c.377 §10; 2013 c.370 §19]