WILLIAM DONALD SCHAEFER, Governor                     Ch. 11

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 person required to file
the statement referred to in subsection (a) OF THIS SECTION may
in lieu thereof, file the documents required by any such laws
together with any other materials requested by the Commissioner.

(e) (1) The purchases, exchanges, mergers or other
acquisitions of control referred to in subsection (a) OF THIS
SECTION are not prohibited by this subtitle unless the
Commissioner, within [sixty (60)] 60 days after the statement
required by subsection (a) OF THIS SECTION has been filed with
him, disapproves the purchases, exchanges, mergers or other
acquisitions of control. The Commissioner may approve the
transaction at any time during the [sixty (60)] 60 day period or
shall disapprove it if he finds that:

(i) After the change of [control] CONTROL, the
domestic insurer referred to in subsection (a) OF THIS SECTION
could not satisfy the requirements for the issuance of a license
to do the insurance business which it intends to transact in this
[State] STATE, taking into consideration the financial and
managerial resources and future prospects of the insurer;

(ii) The effect of the purchases, exchanges,
mergers or other acquisitions of control may be substantially to
lessen competition in insurance in this State or tend to create a
monopoly therein;

(iii) The financial condition of an acquiring
person is such as might jeopardize the financial stability of the
insurer, or prejudice the interests of its policyholders, or, in
the case of an acquisition of control, the interests of any
remaining stockholders who are unaffiliated with the acquiring
person;

(iv) The plans or proposals which the acquiring
person has to liquidate the insurer, to sell its assets or to
merge it with any person or to make any other major change in its
business or corporate structure or management, are unfair or
prejudicial to policyholders;

(v) The competence, experience and integrity of
those persons who would control the operations of the insurer
indicate that it would not be in the interest of policyholders,
shareholders, or the public to permit them to do so;

(vi) Any party to an agreement to merge with a
domestic insurer is not itself an insurer; or

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