HARRY HUGHES, Governor                                      3677

after such investment the insurer's surplus as regards
policyholders, considering such investment as if it were a
disallowed asset, will be reasonable in relation to the insurer's
outstanding liabilities and adequate to its financial needs.

494.

(a) Until all the requirements of this section have been
complied with, no person OTHER THAN THE ISSUER shall make a
tender offer for or a request or invitation for tenders of, or
enter into an agreement to exchange securities for or otherwise
acquire, any voting security or security convertible into voting
security of a domestic insurer or an insurance holding company
which controls one or more domestic insurers if, as a result of
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) (I) FOR THE PURPOSE OF- THIS SECTION, "DOMESTIC
INSURER" SHALL INCLUDE ANY PERSON CONTROLLING A DOMESTIC INSURER
UNLESS SUCH PERSON AS DETERMINED BY THE COMMISSIONER IS EITHER
DIRECTLY OR THROUGH ITS AFFILIATES PRIMARILY ENGAGED IN BUSINESS
OTHER THAN THE BUSINESS OF INSURANCE.

(II)  FOR THE PURPOSE OF THIS SECTION, "PERSON"
DOES NOT INCLUDE ANY SECURITIES BROKER HOLDING, IN THE USUAL AND
CUSTOMARY BROKERS FUNCTION, LESS THAN 20 PERCENT OF THE VOTING
SECURITIES OF AN INSURANCE COMPANY OR OF ANY PERSON WHICH
CONTROLS AN INSURANCE COMPANY.

(III)  A DOMESTIC INSURER OR ANY PERSON
CONTROLLING A DOMESTIC INSURER, WHETHER ENGAGED IN THE BUSINESS
OF INSURANCE OR NOT, SHALL FILE A PREACQUISITION NOTIFICATION
WITH THE COMMISSIONER CONTAINING THE INFORMATION SET FORTH IN §
494A(C)(1) 30 DAYS BEFORE THE PROPOSED EFFECTIVE DATE OF THE
ACQUISITION.

(IV)  FAILURE TO FILE THE INFORMATION REQUIRED
UNDER SUBPARAGRAPH (III) OF THIS PARAGRAPH IS SUBJECT TO THE
PENALTIES PROVIDED UNDER § 494A(E)(3) § 494A(E).

[(1)] (2) [Such person has filed] A DOMESTIC INSURER
SHALL FILE 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:

(i) The background and identity [including the
name and address and principal occupation] of [all persons] EACH