Ch. 539                                MARVIN MANDEL, Governor                                    1177

the consummation thereof, such person would, directly or indirectly, acquire
control of such insurer or insurance holding company, and no person shall enter
into an agreement to merge with or otherwise to acquire control of a domestic
insurer or insurance holding company which controls one or more domestic
insurers, unless

(1) Such person has filed with the Commissioner a statement containing the
following information, and such additional information, as the Commissioner may
by rule or regulation prescribe as necessary or appropriate in the public interest or
for the protection of policyholders provided, however, that the company to be
acquired shall be provided with such information by the Commissioner on the date
the attempt to acquire is made public:

(1)  The background and identity including the name and address and principal
occupation of all persons by whom or on whose behalf the purchases or the
exchange, merger or other acquisition of control are to be affected;

(ii) The terms and conditions of any proposed tender offer, invitation or request
for tender, agreement to exchange securities, or other plan of acquisition;

(iii) The source and amount of the funds or other consideration used or to be
used in making the purchases or in effecting the exchange, merger or other
acquisition of control and, if any part of such funds or other consideration has
been or is to be borrowed or otherwise obtained for the purpose of making the
purchases or effecting the exchange, merger or other acquisition of control, a
description of the transaction and the names of the parties thereto, except that
where a source of funds is a loan made in the lender's ordinary course of business,
if the person filing such statement so requests, the name of the lender shall not be
made available to the public unless the Commissioner deems such disclosure to be
in the public interest;

(iv) Any plans or proposals which such persons may have to liquidate such
insurer or insurance holding company, to sell its assets or merge it with any
person, or to make any other major change in its business or corporate structure
or management;

(v) The amount of each class of voting securities or securities which may be
converted into voting securities of such insurer which are beneficially owned, and
the amount of each class of voting securities or securities which may be converted
into voting securities of such insurer concerning which there is a right to acquire
beneficial ownership, by (1) each such person and (2) by each affiliate of each such
person, giving the name and address of each such affiliate, together with the dates,
quantities and prices of sales and purchases of such stock by each such person or
affiliate within the last two preceding years;

(vi) Information as to any contracts, arrangements or understandings with any
person with respect to any securities of such insurer or insurance holding company,
including but not limited to transfer of any of the securities, joint ventures, loan or
option arrangements, puts or calls, guarantees of loans, guarantees against loss or
guarantees of profits, division of losses or profits, or the giving or withholding of
proxies, naming the persons with whom such contracts, arrangements or
understandings have been entered into, and giving the details thereof;

(vii) [(1)] The terms of any agreements with any brokers, securities dealers,
service organizations, or other persons for soliciting of shares for tender; and

(2)   The time for disapproval including extensions has elapsed or approval has
been given by the Commissioner as hereinafter provided.