Title 3 . Commerce, Community, and Economic Development

Chapter 21 . Miscellaneous

Section 185. Transactions subject to prior notice; required or voluntary requests for approval or pre-approval; notice filing; Form D

3 AAC 21.185. Transactions subject to prior notice; required or voluntary requests for approval or pre-approval; notice filing; Form D

An insurer required to give notice of a proposed transaction under AS 21 or desiring voluntary approval or pre-approval of a transaction under AS 21 shall furnish the required information on Form D, made a part of this section in substantially the following form:

FORM D

PRIOR NOTICE OF A TRANSACTION OR REQUEST

FOR DIRECTOR'S APPROVAL OF A TRANSACTION

Filed with the Insurance Division/Department of the State of ______________

BY

______________

(Name of Registrant)

On Behalf of the Following Insurance Companies

Name Address ______________________________________________________________________________ ______________________________________________________________________________ ______________________________________________________________________________ ______________________________________________________________________________ Date: _____________, 20____ Name, Title, Address, and Telephone Number of Individual to Whom Notices and Correspondence Concerning This Statement Should be Addressed: ______________________________________________________________________________ ______________________________________________________________________________ ______________________________________________________________________________ ITEM 1. IDENTITY OF PARTIES TO TRANSACTION Furnish the following information for each of the parties to the transaction: (a) name: (b) home office address; (c) principal executive office address; (d) the organizational structure (i.e., corporation, partnership, individual, trust, etc.); (e) a description of the nature of the party's business operations; (f) relationship, if any, the insurer filing the notice or requesting the approval of pre-approval may have with another party to the transaction, including any ownership or debtor/creditor interest another party to the transaction may have in the insurer or the insurer may have in another party to the transaction; and (g) where the transaction is with a non-affiliate, the name of an affiliate that will receive, in whole or substantial part, the proceeds of the transaction. ITEM 2. DESCRIPTION OF THE TRANSACTION Furnish the following information for each transaction for which notice is being given: (a) citation of the statute section, subsection, or paragraph under which the notice is being given or the request for approval or pre-approval, either required or voluntary, is being made; (b) a list of any other statutes applicable to the transaction; (c) a statement of the nature of the transaction; and (d) the proposed effective date of the transaction. For each party to the transaction, provide a copy of the latest year-end annual report filed with that party's regulatory authority, the latest quarterly financial statement prepared for the party's regulatory authority, and any other financial information required to be filed with the party's regulatory authority since the latest year-end report in accordance with the following; (a) for insurers, the annual report prepared under AS 21.09.200 and, if required, the quarterly report prepared under AS 21.09.205 ; (b) for non-insurers regulated by the Securities and Exchange Commission (SEC), the latest Forms 10-K, 10-Q, and 8-Q, if any, and any proxy materials filed with the SEC; and (c) for banking institutions, the latest annual and quarterly reports to the Federal Deposit Insurance Corporation, Comptroller of the Currency, Federal Reserve Bank, or state banking regulatory authority. Further information may be requested after the filed financial statements are reviewed. For transactions in which a non-insurer is a party, a pre-filing conference with division personnel is encouraged. ITEM 3. CONFIDENTIAL INFORMATION If confidentiality is requested under AS 21.06.150 (g) for all or part of the information provided in this filing, list the information requested to be kept confidential and provide sufficient substantiation for the director to make a finding under AS 21.06.150 (g). ITEM 4. SALES, PURCHASES, EXCHANGES, LOANS, EXTENSIONS OF CREDIT, GUARANTEES, OR INVESTMENTS Furnish a brief description of the amount and source of funds, securities, property, or other consideration involved in the sale, purchase, exchange, loan, extension of credit, guarantee, or investment related to the transaction, a statement of whether a provision exists for purchase by the insurer filing notice, by any party to the transaction, or by any affiliate of the insurer filing notice; a description of the terms of any securities being received; and a description of any other agreements relating to the transaction such as service contracts or consulting agreements. If the transaction involves consideration other than cash, furnish a description of the consideration, its cost, its fair market value, and an explanation of the basis for evaluation. If the transaction involves consideration other than cash, furnish a description of the consideration, its cost, its fair market value, and an explanation of the basis for evaluation. If the transaction involves a loan, extension of credit, or a guarantee, furnish a description of the maximum amount that the insurer will be obligated to make available under the loan, extension of credit, or guarantee; the date on which the credit or guarantee will terminate; and any provision for the accrual or deferral of interest. If the transaction involves an investment, guarantee, or other arrangement, state the time period during which the investment, guarantee, or other arrangement will remain in effect, including any provision for an extension or renewal. Furnish a brief statement regarding the effect of the transaction upon the insurer's surplus. Unless otherwise required by the director or required by statute, a notice is not required if, as of the last December 31st, the maximum amount that can be outstanding or for which the insurer can be legally obligated under the loan, extension of credit, or guarantee is less than (a) for non-life insurers, either three percent of the insurer's admitted assets or 25 percent of surplus as regards policyholders, whichever is less, or (b) for life insurers, three percent of the insurer's admitted assets. ITEM 5. LOANS OR EXTENSIONS OF CREDIT TO A NON-AFFILIATE If the transaction involves a loan or extension of credit to a person that is not an affiliate, furnish a brief description of the agreement or understanding in which the proceeds of the proposed transaction, in whole or substantial part, are to be used to make a loan or extension of credit to, purchase the assets of, or make an investment in, an affiliate of the insurer making the loan or extension of credit. Specify in what manner the proceeds are to be used to loan to, extend credit to, purchase assets of, or make investments in an affiliate. Describe the amount and source of funds, securities, property, or other consideration for the loan or extension of credit and, if the transaction involves consideration other than cash, furnish a description of the consideration, its cost, its fair market value, and an explanation of the basis for evaluation. Furnish a brief statement regarding the effect of the transaction upon the insurer's surplus. Unless otherwise required by the director or required by statute, a notice is not required if, as of the last December 31st, the loan or extension of credit is less than (a) for non-life insurers, either three percent of the insurer's admitted assets or 25 percent of surplus as regards policyholders, whichever is less, or (b) for life insurers, three percent of the insurer's admitted assets. ITEM 6. REINSURANCE If the transaction is a reinsurance agreement or modification of it under AS 21.12.020 , AS 21.18.040 , AS 21.22.060 (b)(3)(F), AS 21.69.610 , and 21.69.620, furnish a description of the known and estimated amounts of liability to be ceded or assumed in a calendar year, the period of time during which the agreement is in effect, and a statement regarding whether an agreement or understanding exists between the insurer and non-affiliate that provides that a portion of the assets serving as consideration for the agreement will be transferred to one or more of the insurer's affiliates. Furnish a brief description of the consideration involved in the transaction and a brief statement regarding the effect of the transaction upon the insurer's surplus. Unless otherwise required by the director or required by statute, a notice is not required for a reinsurance agreement or modification to it if, as of the last December 31st, the reinsurance premium or a change in the insurer's liabilities in connection with a reinsurance agreement or modification to it is less than five percent of the insurer's surplus as regards policyholders. ITEM 7. MANAGEMENT AGREEMENTS, SERVICE CONTRACTS, AND COST SHARING ARRANGEMENTS For a management agreement or service contract, furnish a brief description of the agreement, or contract including its duration, the managerial responsibilities or services to be performed, and the basis for and terms of payment of compensation. For a cost-sharing arrangement, furnish a brief description of the purpose of the arrangement, including the duration of the arrangement, the expenses or costs of each party covered by the arrangement, and the accounting basis used to calculate the costs under the arrangement. The descriptions required under this item must be responsive to AS 21.22.070 - 21.22.090. ITEM 8. OTHER APPROVALS OR PRE-APPROVALS Furnish a brief description of the transaction and the circumstances under which it was or will be accomplished. Furnish information regarding valuation and pricing of the transaction and any other applicable information. If the transaction is an investment, provide the current purchase price, carrying value on the records of the holder of the investment, and current market value of the investment, along with information on how each value was determined. Describe the action requested of the director. Provide a brief discussion concerning approval or disapproval of the requested action citing applicable law and alternate actions that may be taken if approval is not received. ITEM 9. EXTRAORDINARY DIVIDENDS OR DISTRIBUTIONS As required under 3 AAC 21.140, provide a description of the extraordinary dividend or distribution for which approval is requested. Provide a brief discussion concerning approval or disapproval giving consideration to AS 21.22.080 (5) and 21.22.090. ITEM 10. INVESTMENT IN SUBSIDIARIES AND INSURER ACQUISITIONS Use this section if approval under AS 21.21.180 is being sought. Furnish the calculations required to determine that the thresholds under AS 21.21.180 (b) are met. Furnish discussion concerning the reason why, after the investment, the resultant policyholder surplus will be reasonable in relation to the organization's outstanding liabilities and adequate to the organization's financial need. Furnish a schedule showing the effect on the surplus of the parties to the transaction and a discussion concerning the reason why, under AS 21.22.080 , the resultant policyholder surplus will be reasonable in relation to the organization's outstanding liabilities and adequate to the organization's financial needs, giving consideration to AS 21.22.090 . Furnish a description of the material transaction in which the parties intend to engage, including the amount of fees to be charged and support for the reasonableness of those fees. Provide a statement affirming that the parties to the proposed transaction will comply with AS 21.22.080 . Furnish other information pertinent to the approval or pre-approval sought. If a Form A, an application for a certificate of authority, or another filing for the company or affiliate of the company is pending before the director, identify and describe the associated filing. ITEM 11. SIGNATURE AND CERTIFICATION Signature and certification are required as follows:

SIGNATURE

Under the requirements of AS 21.22.060 , ____________ has caused this notice to be signed on its behalf in the City or Community of ____________ and State of ____________ on the day of ______, 20____. (SEAL) __________________________________________________________ (Name of Applicant) By _______________________________________________________ (Name) (Title) Attest: ________________________ (Signature of Officer) ________________________ (Title)

CERTIFICATION

The undersigned deposes and says that (s)he has duly executed the attached notice dated _____________, 20____, for and on behalf of ________________________ (Name of Applicant); that (s)he is the ________________________ (Title of Officer) of the company; and that (s)he is authorized to execute and file the instrument. Deponent further says that (s)he is familiar with the instrument and the contents of it and that the facts stated in it are true to the best of his/her knowledge, information, and belief. (Signature) _____________________________________________________________ (Type or print name below) ____________________________________________________________

History: Eff. 10/21/92, Register 124; am 1/12/95, Register 133

Authority: AS 21.06.090

AS 21.06.150

AS 21.21.180

AS 21.22.070

AS 21.22.130