IC 27-3-3
    Chapter 3. Acquisition of Certain Minority Interests in SubsidiaryDomestic Stock Insurance Companies

IC 27-3-3-1
Definitions
    Sec. 1. As used in this chapter:
        (a) "Commissioner" means the insurance commissioner of thisstate.
        (b) "Domestic insurer" means a stock insurance companyorganized under the laws of this state.
        (c) "Parent corporation" means a corporation organized for anypurpose under the laws of this state or any other jurisdictionthat owns, directly or indirectly, at least ninety percent (90%)of the issued and outstanding voting stock of a domestic insurer.
        (d) "Subsidiary insurer" means a domestic insurer, at leastninety percent (90%) of the issued and outstanding voting stockof which is owned by a parent corporation.
        (e) "Voting stock" means shares issued by a domestic insurer,the record holders of which are entitled to vote at each electionof directors of the domestic insurer, and securities convertibleinto or evidencing a right to acquire the shares.
(Formerly: Acts 1973, P.L.278, SEC.1.) As amended byP.L.245-1989, SEC.2.

IC 27-3-3-2
Manner of acquisition
    Sec. 2. Any parent corporation may acquire all of the issued andoutstanding voting stock of its subsidiary insurer not owned by theparent corporation in exchange for shares or other securities of theparent corporation, or cash, other consideration, or any combinationof the foregoing, in the manner provided in this section. The boardof directors of the parent corporation, by resolution approved by amajority of the whole board, shall adopt a plan of acquisition settingforth:
        (1) the name of the subsidiary insurer;
        (2) the designation and a description of the voting rights of eachclass, and any series thereof, of voting stock of the subsidiaryinsurer;
        (3) the total number of issued and outstanding shares of eachclass, and any series thereof, of voting stock of the subsidiaryinsurer, the number of such shares owned by the parentcorporation and, if either of the foregoing is subject to changeprior to the proposed acquisition, the manner in which anychange may occur;
        (4) the terms and conditions of the acquisition, including theconsideration to be paid and the proposed effective date ofacquisition, and a statement clearly describing the rights ofshareholders dissenting from the plan of acquisition;
        (5) if the parent corporation is not authorized to do business in

this state, its consent to the enforcement against it in this stateof the rights of shareholders pursuant to the plan of acquisitionor the rights of shareholders dissenting from that plan, and adesignation of the commissioner as the agent upon whomprocess may be served against the parent corporation in anyaction or proceeding to enforce those rights; and
        (6) such other provisions with respect to the acquisition as theboard of directors of the parent corporation deems necessary orappropriate.
    (b) Upon adoption of a plan of acquisition, the parent corporationshall submit that plan to the commissioner in duplicate, certified bythe secretary or an assistant secretary of the parent corporation ashaving been adopted in accordance with the provisions of thischapter. Within thirty (30) days from the date the plan is submittedto the commissioner, he shall endorse his approval or disapprovaland the date thereof on both copies of the plan, file one (1) copy ofthe plan in his offices, and deliver the other copy to the parentcorporation. No plan of acquisition shall take effect unless theapproval of the commissioner has been obtained. The commissionershall approve the plan of acquisition if he is satisfied that the plancomplies with this chapter and that the terms and conditions of theplan of acquisition are fair and reasonable. If the commissionerdisapproves the plan, he shall advise the parent corporation inwriting of the reasons for his disapproval. The commissioner'sdisapproval of a plan of acquisition shall be subject to judicialreview upon the petition of the parent corporation in accordance, sofar as practical, with IC 4-21.5-5.
    (c) If the commissioner approves the plan of acquisition, and if theplan has not been abandoned, the parent corporation shall deliver acopy of the plan or a summary thereof approved by the commissionerto each person who, as of the date of delivery, is a holder of recordof voting stock to be acquired pursuant to the plan. Delivery shall bemade either in person or by depositing a copy of the plan or anapproved summary thereof in the United States mails, postageprepaid, addressed to the shareholder at his address of record asfurnished by the subsidiary insurer or its transfer agent. The parentcorporation shall thereafter file with the commissioner an affidavitof its secretary or assistant secretary setting forth that the deliverywas made and the date of delivery.
    (d) Notwithstanding approval by the commissioner of the plan ofacquisition or delivery of the plan or of an approved summarythereof to shareholders, the plan of acquisition may be abandoned atany time prior to the proposed effective date of acquisition pursuantto a provision for abandonment, if any, contained in the plan.
    (e) Upon compliance with the requirements of this section and ifthe plan of acquisition has not been abandoned, ownership of thevoting stock to be acquired pursuant to the plan shall automaticallyvest in the parent corporation on the date of acquisition proposed inthe plan, without any physical transfer or deposit of certificatesrepresenting that voting stock, and the parent corporation shall be

entitled to have new certificates therefor registered in its name.Shareholders whose voting stock is so acquired shall cease to beshareholders and shall have only the right to receive theconsideration to be paid in exchange for their voting stock pursuantto the plan of acquisition.
(Formerly: Acts 1973, P.L.278, SEC.1.) As amended by P.L.7-1987,SEC.144.

IC 27-3-3-3
Dissent and demand by subsidiary stockholder; withdrawal; noticeand offer; acceptance; appraisal; procedure
    Sec. 3. Within thirty (30) days after delivery of the plan ofacquisition or an approved summary thereof to shareholders ashereinabove provided, any shareholder of the subsidiary insurer maynotify the subsidiary insurer in writing of his dissent from the planand of his demand for payment of fair value of his voting stock, and,if the acquisition proposed in the plan is effected, the subsidiaryinsurer shall pay to each dissenting shareholder, upon surrender ofthe certificate or certificates representing the affected voting stock,the fair value thereof as of the day prior to the date on which the planof acquisition was adopted by the board of directors of the parentcorporation, excluding any appreciation or depreciation inanticipation of, or resulting from, that corporate action. Dissent anddemand under this section shall be accompanied by the certificate orcertificates representing the dissenting shareholder's voting stock fornotation thereon that dissent and demand have been made, unless acourt of competent jurisdiction, for good and sufficient cause shown,shall otherwise direct. Dissent and demand shall only be made jointlyby holders of voting stock jointly held. Any shareholder failing tomake the dissent and demand accompanied by certificatesrepresenting his voting stock within the thirty (30) day period shallbe bound by the terms and conditions of the plan of acquisition. Anyshareholder making dissent and demand accompanied by certificatesrepresenting his voting stock shall thereafter have no rights withrespect to that voting stock except the right to receive paymenttherefor under this section, and a transferee of voting stock shallacquire by the transfer no rights other than those which the originaldissenting shareholder had after making dissent and demand.
    No dissent and demand may be withdrawn unless the president ora vice-president of the subsidiary insurer shall consent thereto inwriting. If, however, dissent and demand is withdrawn upon suchconsent, or if the plan of acquisition is abandoned, or if a dissentingshareholder fails to submit for notation or surrender for payment thecertificate or certificates representing his voting stock at the time andin the manner required by this section, or if a dissenting shareholderdoes not file a petition for a determination of fair value of his votingstock within the time and in the manner provided in this section andthe subsidiary insurer does not file a petition for such determination,or if a court of competent jurisdiction determines that a dissentingshareholder is not entitled to the relief provided by this section, then

the right of the dissenting shareholder to be paid the fair value of hisvoting stock shall cease and his status and rights shall be the same asa shareholder failing to make dissent and demand, without prejudiceto any corporate proceedings which may have been taken during theinterim.
    Within sixty (60) days after the acquisition proposed in the planis effected, the subsidiary insurer shall give written notice thereof toeach shareholder who has made dissent and demand as in this sectionprovided, and shall make a written offer to each such dissentingshareholder to pay for his voting stock a specified price deemed bythe subsidiary insurer to be the fair value thereof. This notice andoffer shall be made when deposited in the United States mails,postage prepaid, addressed to the dissenting shareholder at hisaddress of record. If the offer is accepted in writing by the dissentingshareholder, the subsidiary insurer shall pay the specified price to thedissenting shareholder upon surrender of the certificate or certificatesrepresenting his voting stock. Upon such payment the dissentingshareholder shall cease to have any interest in such voting stock andsuch voting stock shall be retired by the subsidiary insurer pursuantto IC 1971, 27-1-8-12.
    If within thirty (30) days after the date of the mailing of thewritten offer the subsidiary insurer and a dissenting shareholder donot agree in writing upon the fair value, the subsidiary insurer or thedissenting shareholder may, within ninety (90) days after the date ofthe mailing of the written offer, petition the circuit or superior courtof the county in which the principal office of the subsidiary insureris located to appraise the fair value of the voting stock as of the dayprior to the date on which the plan of acquisition was adopted by theboard of directors of the parent corporation, excluding anyappreciation or depreciation in anticipation of, or resulting from, thatcorporate action. If more than one (1) petition is filed, the petitionsmay be consolidated or joint hearings may be held thereon. Thepractice, procedure and judgment in the circuit or superior court shallbe the same, so far as practical, as that under the eminent domainlaws in this state. The judgment of the circuit or superior court shallbe final. A judgment shall be payable only upon and concurrentlywith the surrender by such dissenting shareholder to the subsidiaryinsurer of the certificate or certificates representing the voting stock.Upon payment of the judgment, the dissenting shareholder shallcease to have any interest in the voting stock and such voting stockshall be retired by the subsidiary insurer pursuant to IC 1971,27-1-8-12.
    This section shall provide the exclusive method for dissentingfrom a plan of acquisition effected pursuant to this chapter anddemanding payment of fair value of the voting stock acquired or tobe acquired under such a plan.
(Formerly: Acts 1973, P.L.278, SEC.1.)

IC 27-3-3-4
Parent and subsidiary as separate corporations    Sec. 4. Notwithstanding a plan of acquisition effected pursuant tothis chapter, the parent corporation and its subsidiary insurer shall inall respects stand before the law as separate and distinctcorporations, with neither of the corporations having any liability tothe creditors, policyholders, if any, or shareholders of the other,notwithstanding any actions or omissions of the officers, directors,or shareholders of either or both of the corporations.
(Formerly: Acts 1973, P.L.278, SEC.1.)

IC 27-3-3-5
Application of chapter
    Sec. 5. The method authorized by this chapter for acquiring votingstock of a subsidiary insurer is not exclusive, but is in addition to anyother lawful method for the acquisition of such voting stock.
(Formerly: Acts 1973, P.L.278, SEC.1.)