IC 27-14-4-1 Applicability of chapter; issuance of stock
Sec. 1. (a) This chapter applies only to the initial public offering
of voting capital stock by a reorganized insurer or stock holding
company.
(b) A reorganized insurer or a stock holding company may issue
any type of stock permitted by the law under which it is organized.
However, a reorganized insurer and a stock holding company may
issue shares of stock to a person or entity other than:
(1) the MIHC of which it is a subsidiary; or
(2) a stock holding company or reorganized insurer that is a
direct or indirect subsidiary of the MIHC referred to in
subdivision (1);
only in compliance with this article. As added by P.L.5-2000, SEC.4.
IC 27-14-4-2 Adoption of plan to issue stock
Sec. 2. A plan to issue stock under this chapter must be adopted:
(1) in the case of a plan to issue stock that is concurrent with the
formation of the MIHC, by the board of directors of the MIC;
or
(2) in the case of a plan to issue shares of stock that is not
concurrent with the formation of the MIHC, by the board of
directors of the MIHC and reorganized insurer or stock holding
company proposing to issue the stock. As added by P.L.5-2000, SEC.4.
IC 27-14-4-3 Amendment or withdrawal of plan
Sec. 3. A board of directors that adopts a plan to issue stock under
this chapter may amend or withdraw that plan at any time before the
effective date. However, after the commissioner has approved a plan
to issue stock, the plan may not be amended unless the commissioner
approves the amendment. As added by P.L.5-2000, SEC.4.
IC 27-14-4-4 Application to issue stock
Sec. 4. Within ninety (90) days after the adoption of a plan to
issue stock, the reorganized insurer or stock holding company
adopting the plan must file with the commissioner an application that
contains the following:
(1) A proposed plan to issue stock.
(2) A description of the reasons for and purpose of the proposed
plan and the manner in which the issuance will benefit the
members of the MIHC.
(3) If it is necessary to amend the current articles of
incorporation or bylaws of a company that is affected by the
plan, a copy of the proposed articles of amendment and
amended bylaws of the company, which in the case of each
domestic insurance company must comply with IC 27-1-8.
(4) A list of the officers and directors of a company that is
affected by the plan.
(5) A description of:
(A) the stock intended to be offered by the applicant;
(B) all shareholder rights applicable to the stock intended to
be offered by the applicant;
(C) the total number of shares authorized to be issued;
(D) the estimated number of shares the applicant intends to
offer; and
(E) the intended date or range of dates for the offering.
(6) A list of:
(A) the name of any underwriter, syndicate member, or
placement agent involved;
(B) if known by the applicant, the name of each person or
group of persons who will control five percent (5%) or more
of the total outstanding shares of the class of stock to be
offered; and
(C) if any of the persons listed under clause (A) or (B) is a
corporation or other business organization, the name of each
member of its board of directors or equivalent management
body.
(7) A description of all expenses expected to be incurred in
connection with the offering.
(8) Any other information requested by the commissioner. As added by P.L.5-2000, SEC.4.
IC 27-14-4-5 Mandatory provisions of plan to issue stock
Sec. 5. A plan to issue stock in a public offering (other than an
offering solely in connection with a consolidation, merger, share
exchange, or other business combination or an offering of stock
under a stock option or other employee benefit plan) must do the
following:
(1) Provide for each eligible member to receive, without
payment, nontransferable subscription rights to purchase a
portion of the stock of the applicant.
(2) Specify how subscription rights are to be allocated in whole
shares of stock among the eligible members.
(3) Provide a fair and equitable means for allocating shares of
stock in the event of an over-subscription to the shares by
eligible members exercising subscription rights received under
this chapter.
(4) Provide that any shares of stock not subscribed to by eligible
members exercising subscription rights received under this
chapter, or not subscribed to by an employee benefit plan or by
directors, officers, and employees exercising subscription
rights, will be sold:
(A) in a public offering through an underwriter;
(B) through private placement; or
(C) by any other method approved by the commissioner that
is fair and equitable to members.
(5) Provide that the MIHC will adopt articles of incorporation
or articles of amendment that include a provision prohibiting
the MIHC from waiving any dividends from its subsidiaries
except after approval of the waiver by the board of directors of
the MIHC and by the commissioner.
(6) Establish a pricing committee within the board of directors
of the entity making the offering of stock, consisting
exclusively of outside directors.
(7) Require that the shares not be issued without the favorable
written opinion of the independent financial advisor as required
by IC 27-14-6-4. As added by P.L.5-2000, SEC.4.
IC 27-14-4-6 Permitted provisions of plan to issue stock
Sec. 6. Subject to the limitations of IC 27-14-5, a plan to issue
stock may do the following:
(1) Provide an allocation without payment of nontransferable
subscription rights to purchase not more than ten percent (10%)
of the total amount of outstanding stock to one (1) or more
employee benefit plans that satisfy the requirements of Section
401(a), 403(b), 404(c), 408, 423, or 501(c)(9) of the Internal
Revenue Code, limited to the extent that unsubscribed shares of
stock remain after the members have exercised their
subscription rights.
(2) Provide for:
(A) the establishment of; and
(B) the allocation of not more than four percent (4%) of the
total amount of outstanding stock to;
an employee benefit plan that provides benefits that are subject
to taxation under Section 83 of the Internal Revenue Code or
that complies with the requirements of Section 422 of the
Internal Revenue Code, for the purpose of granting stock or
stock options.
(3) Provide that the articles of incorporation of a subsidiary of
the MIHC may, subject to specified exceptions, prohibit a:
(A) person; or
(B) group of persons acting in concert;
acting directly or through associates, from acquiring more than
a specified percentage of any class of the issued and
outstanding shares of capital stock of the issuing subsidiary.
(4) Provide that the aggregate number of shares of outstanding
stock purchased by an eligible member that exercises
subscription rights may not exceed:
(A) a specified number of shares equal to at least one percent
(1%) of the total number of outstanding shares; or
(B) a specified percentage of not less than one percent (1%)
of the total number of outstanding shares.
(5) Provide that subscription rights need not be granted to an
eligible member who resides in a foreign country or other
jurisdiction for which the commissioner determines that all of
the following apply:
(A) A small number of eligible members reside in the
jurisdiction.
(B) The granting of subscription rights or the offer or sale of
stock to eligible members in the jurisdiction would require
the issuer or its officers or directors to:
(i) register, under the security laws of the jurisdiction, as
a broker, dealer, salesman, or agent; or
(ii) register, or otherwise qualify, the stock for sale in the
jurisdiction.
(C) The registration, qualification, or filing in the judgment
of the commissioner would be impracticable or unduly
burdensome for reasons of cost or otherwise.
(6) Provide that an eligible member that exercises subscription
rights must subscribe for at least a minimum number of shares
of stock or a minimum dollar amount of stock unless the
commissioner has determined that either minimum is
unreasonable based on the respective interests of the issuer of
stock and the eligible members. As added by P.L.5-2000, SEC.4.
IC 27-14-4-7 Stock option as compensation of officer or director prohibited
Sec. 7. Notwithstanding any provision of this article, an MIHC or
an affiliate of an MIHC may not use any form of a stock option or
other preference with respect to the sale or purchase of any stock or
other equity instrument of the MIHC or an affiliate of the MIHC to
compensate an officer or director of the MIHC or an affiliate of the
MIHC for services in connection with a plan to issue stock. As added by P.L.5-2000, SEC.4.
IC 27-14-4-8 Restrictions on dividends and distributions
Sec. 8. Neither a stock holding company nor a reorganized insurer
may pay dividends or make other distributions with respect to its
stock to its shareholders if the reorganized insurer has failed to pay
policyholder dividends under IC 27-14-3-11. As added by P.L.5-2000, SEC.4.
IC 27-14-4-1 Applicability of chapter; issuance of stock
Sec. 1. (a) This chapter applies only to the initial public offering
of voting capital stock by a reorganized insurer or stock holding
company.
(b) A reorganized insurer or a stock holding company may issue
any type of stock permitted by the law under which it is organized.
However, a reorganized insurer and a stock holding company may
issue shares of stock to a person or entity other than:
(1) the MIHC of which it is a subsidiary; or
(2) a stock holding company or reorganized insurer that is a
direct or indirect subsidiary of the MIHC referred to in
subdivision (1);
only in compliance with this article. As added by P.L.5-2000, SEC.4.
IC 27-14-4-2 Adoption of plan to issue stock
Sec. 2. A plan to issue stock under this chapter must be adopted:
(1) in the case of a plan to issue stock that is concurrent with the
formation of the MIHC, by the board of directors of the MIC;
or
(2) in the case of a plan to issue shares of stock that is not
concurrent with the formation of the MIHC, by the board of
directors of the MIHC and reorganized insurer or stock holding
company proposing to issue the stock. As added by P.L.5-2000, SEC.4.
IC 27-14-4-3 Amendment or withdrawal of plan
Sec. 3. A board of directors that adopts a plan to issue stock under
this chapter may amend or withdraw that plan at any time before the
effective date. However, after the commissioner has approved a plan
to issue stock, the plan may not be amended unless the commissioner
approves the amendment. As added by P.L.5-2000, SEC.4.
IC 27-14-4-4 Application to issue stock
Sec. 4. Within ninety (90) days after the adoption of a plan to
issue stock, the reorganized insurer or stock holding company
adopting the plan must file with the commissioner an application that
contains the following:
(1) A proposed plan to issue stock.
(2) A description of the reasons for and purpose of the proposed
plan and the manner in which the issuance will benefit the
members of the MIHC.
(3) If it is necessary to amend the current articles of
incorporation or bylaws of a company that is affected by the
plan, a copy of the proposed articles of amendment and
amended bylaws of the company, which in the case of each
domestic insurance company must comply with IC 27-1-8.
(4) A list of the officers and directors of a company that is
affected by the plan.
(5) A description of:
(A) the stock intended to be offered by the applicant;
(B) all shareholder rights applicable to the stock intended to
be offered by the applicant;
(C) the total number of shares authorized to be issued;
(D) the estimated number of shares the applicant intends to
offer; and
(E) the intended date or range of dates for the offering.
(6) A list of:
(A) the name of any underwriter, syndicate member, or
placement agent involved;
(B) if known by the applicant, the name of each person or
group of persons who will control five percent (5%) or more
of the total outstanding shares of the class of stock to be
offered; and
(C) if any of the persons listed under clause (A) or (B) is a
corporation or other business organization, the name of each
member of its board of directors or equivalent management
body.
(7) A description of all expenses expected to be incurred in
connection with the offering.
(8) Any other information requested by the commissioner. As added by P.L.5-2000, SEC.4.
IC 27-14-4-5 Mandatory provisions of plan to issue stock
Sec. 5. A plan to issue stock in a public offering (other than an
offering solely in connection with a consolidation, merger, share
exchange, or other business combination or an offering of stock
under a stock option or other employee benefit plan) must do the
following:
(1) Provide for each eligible member to receive, without
payment, nontransferable subscription rights to purchase a
portion of the stock of the applicant.
(2) Specify how subscription rights are to be allocated in whole
shares of stock among the eligible members.
(3) Provide a fair and equitable means for allocating shares of
stock in the event of an over-subscription to the shares by
eligible members exercising subscription rights received under
this chapter.
(4) Provide that any shares of stock not subscribed to by eligible
members exercising subscription rights received under this
chapter, or not subscribed to by an employee benefit plan or by
directors, officers, and employees exercising subscription
rights, will be sold:
(A) in a public offering through an underwriter;
(B) through private placement; or
(C) by any other method approved by the commissioner that
is fair and equitable to members.
(5) Provide that the MIHC will adopt articles of incorporation
or articles of amendment that include a provision prohibiting
the MIHC from waiving any dividends from its subsidiaries
except after approval of the waiver by the board of directors of
the MIHC and by the commissioner.
(6) Establish a pricing committee within the board of directors
of the entity making the offering of stock, consisting
exclusively of outside directors.
(7) Require that the shares not be issued without the favorable
written opinion of the independent financial advisor as required
by IC 27-14-6-4. As added by P.L.5-2000, SEC.4.
IC 27-14-4-6 Permitted provisions of plan to issue stock
Sec. 6. Subject to the limitations of IC 27-14-5, a plan to issue
stock may do the following:
(1) Provide an allocation without payment of nontransferable
subscription rights to purchase not more than ten percent (10%)
of the total amount of outstanding stock to one (1) or more
employee benefit plans that satisfy the requirements of Section
401(a), 403(b), 404(c), 408, 423, or 501(c)(9) of the Internal
Revenue Code, limited to the extent that unsubscribed shares of
stock remain after the members have exercised their
subscription rights.
(2) Provide for:
(A) the establishment of; and
(B) the allocation of not more than four percent (4%) of the
total amount of outstanding stock to;
an employee benefit plan that provides benefits that are subject
to taxation under Section 83 of the Internal Revenue Code or
that complies with the requirements of Section 422 of the
Internal Revenue Code, for the purpose of granting stock or
stock options.
(3) Provide that the articles of incorporation of a subsidiary of
the MIHC may, subject to specified exceptions, prohibit a:
(A) person; or
(B) group of persons acting in concert;
acting directly or through associates, from acquiring more than
a specified percentage of any class of the issued and
outstanding shares of capital stock of the issuing subsidiary.
(4) Provide that the aggregate number of shares of outstanding
stock purchased by an eligible member that exercises
subscription rights may not exceed:
(A) a specified number of shares equal to at least one percent
(1%) of the total number of outstanding shares; or
(B) a specified percentage of not less than one percent (1%)
of the total number of outstanding shares.
(5) Provide that subscription rights need not be granted to an
eligible member who resides in a foreign country or other
jurisdiction for which the commissioner determines that all of
the following apply:
(A) A small number of eligible members reside in the
jurisdiction.
(B) The granting of subscription rights or the offer or sale of
stock to eligible members in the jurisdiction would require
the issuer or its officers or directors to:
(i) register, under the security laws of the jurisdiction, as
a broker, dealer, salesman, or agent; or
(ii) register, or otherwise qualify, the stock for sale in the
jurisdiction.
(C) The registration, qualification, or filing in the judgment
of the commissioner would be impracticable or unduly
burdensome for reasons of cost or otherwise.
(6) Provide that an eligible member that exercises subscription
rights must subscribe for at least a minimum number of shares
of stock or a minimum dollar amount of stock unless the
commissioner has determined that either minimum is
unreasonable based on the respective interests of the issuer of
stock and the eligible members. As added by P.L.5-2000, SEC.4.
IC 27-14-4-7 Stock option as compensation of officer or director prohibited
Sec. 7. Notwithstanding any provision of this article, an MIHC or
an affiliate of an MIHC may not use any form of a stock option or
other preference with respect to the sale or purchase of any stock or
other equity instrument of the MIHC or an affiliate of the MIHC to
compensate an officer or director of the MIHC or an affiliate of the
MIHC for services in connection with a plan to issue stock. As added by P.L.5-2000, SEC.4.
IC 27-14-4-8 Restrictions on dividends and distributions
Sec. 8. Neither a stock holding company nor a reorganized insurer
may pay dividends or make other distributions with respect to its
stock to its shareholders if the reorganized insurer has failed to pay
policyholder dividends under IC 27-14-3-11. As added by P.L.5-2000, SEC.4.
IC 27-14-4-1 Applicability of chapter; issuance of stock
Sec. 1. (a) This chapter applies only to the initial public offering
of voting capital stock by a reorganized insurer or stock holding
company.
(b) A reorganized insurer or a stock holding company may issue
any type of stock permitted by the law under which it is organized.
However, a reorganized insurer and a stock holding company may
issue shares of stock to a person or entity other than:
(1) the MIHC of which it is a subsidiary; or
(2) a stock holding company or reorganized insurer that is a
direct or indirect subsidiary of the MIHC referred to in
subdivision (1);
only in compliance with this article. As added by P.L.5-2000, SEC.4.
IC 27-14-4-2 Adoption of plan to issue stock
Sec. 2. A plan to issue stock under this chapter must be adopted:
(1) in the case of a plan to issue stock that is concurrent with the
formation of the MIHC, by the board of directors of the MIC;
or
(2) in the case of a plan to issue shares of stock that is not
concurrent with the formation of the MIHC, by the board of
directors of the MIHC and reorganized insurer or stock holding
company proposing to issue the stock. As added by P.L.5-2000, SEC.4.
IC 27-14-4-3 Amendment or withdrawal of plan
Sec. 3. A board of directors that adopts a plan to issue stock under
this chapter may amend or withdraw that plan at any time before the
effective date. However, after the commissioner has approved a plan
to issue stock, the plan may not be amended unless the commissioner
approves the amendment. As added by P.L.5-2000, SEC.4.
IC 27-14-4-4 Application to issue stock
Sec. 4. Within ninety (90) days after the adoption of a plan to
issue stock, the reorganized insurer or stock holding company
adopting the plan must file with the commissioner an application that
contains the following:
(1) A proposed plan to issue stock.
(2) A description of the reasons for and purpose of the proposed
plan and the manner in which the issuance will benefit the
members of the MIHC.
(3) If it is necessary to amend the current articles of
incorporation or bylaws of a company that is affected by the
plan, a copy of the proposed articles of amendment and
amended bylaws of the company, which in the case of each
domestic insurance company must comply with IC 27-1-8.
(4) A list of the officers and directors of a company that is
affected by the plan.
(5) A description of:
(A) the stock intended to be offered by the applicant;
(B) all shareholder rights applicable to the stock intended to
be offered by the applicant;
(C) the total number of shares authorized to be issued;
(D) the estimated number of shares the applicant intends to
offer; and
(E) the intended date or range of dates for the offering.
(6) A list of:
(A) the name of any underwriter, syndicate member, or
placement agent involved;
(B) if known by the applicant, the name of each person or
group of persons who will control five percent (5%) or more
of the total outstanding shares of the class of stock to be
offered; and
(C) if any of the persons listed under clause (A) or (B) is a
corporation or other business organization, the name of each
member of its board of directors or equivalent management
body.
(7) A description of all expenses expected to be incurred in
connection with the offering.
(8) Any other information requested by the commissioner. As added by P.L.5-2000, SEC.4.
IC 27-14-4-5 Mandatory provisions of plan to issue stock
Sec. 5. A plan to issue stock in a public offering (other than an
offering solely in connection with a consolidation, merger, share
exchange, or other business combination or an offering of stock
under a stock option or other employee benefit plan) must do the
following:
(1) Provide for each eligible member to receive, without
payment, nontransferable subscription rights to purchase a
portion of the stock of the applicant.
(2) Specify how subscription rights are to be allocated in whole
shares of stock among the eligible members.
(3) Provide a fair and equitable means for allocating shares of
stock in the event of an over-subscription to the shares by
eligible members exercising subscription rights received under
this chapter.
(4) Provide that any shares of stock not subscribed to by eligible
members exercising subscription rights received under this
chapter, or not subscribed to by an employee benefit plan or by
directors, officers, and employees exercising subscription
rights, will be sold:
(A) in a public offering through an underwriter;
(B) through private placement; or
(C) by any other method approved by the commissioner that
is fair and equitable to members.
(5) Provide that the MIHC will adopt articles of incorporation
or articles of amendment that include a provision prohibiting
the MIHC from waiving any dividends from its subsidiaries
except after approval of the waiver by the board of directors of
the MIHC and by the commissioner.
(6) Establish a pricing committee within the board of directors
of the entity making the offering of stock, consisting
exclusively of outside directors.
(7) Require that the shares not be issued without the favorable
written opinion of the independent financial advisor as required
by IC 27-14-6-4. As added by P.L.5-2000, SEC.4.
IC 27-14-4-6 Permitted provisions of plan to issue stock
Sec. 6. Subject to the limitations of IC 27-14-5, a plan to issue
stock may do the following:
(1) Provide an allocation without payment of nontransferable
subscription rights to purchase not more than ten percent (10%)
of the total amount of outstanding stock to one (1) or more
employee benefit plans that satisfy the requirements of Section
401(a), 403(b), 404(c), 408, 423, or 501(c)(9) of the Internal
Revenue Code, limited to the extent that unsubscribed shares of
stock remain after the members have exercised their
subscription rights.
(2) Provide for:
(A) the establishment of; and
(B) the allocation of not more than four percent (4%) of the
total amount of outstanding stock to;
an employee benefit plan that provides benefits that are subject
to taxation under Section 83 of the Internal Revenue Code or
that complies with the requirements of Section 422 of the
Internal Revenue Code, for the purpose of granting stock or
stock options.
(3) Provide that the articles of incorporation of a subsidiary of
the MIHC may, subject to specified exceptions, prohibit a:
(A) person; or
(B) group of persons acting in concert;
acting directly or through associates, from acquiring more than
a specified percentage of any class of the issued and
outstanding shares of capital stock of the issuing subsidiary.
(4) Provide that the aggregate number of shares of outstanding
stock purchased by an eligible member that exercises
subscription rights may not exceed:
(A) a specified number of shares equal to at least one percent
(1%) of the total number of outstanding shares; or
(B) a specified percentage of not less than one percent (1%)
of the total number of outstanding shares.
(5) Provide that subscription rights need not be granted to an
eligible member who resides in a foreign country or other
jurisdiction for which the commissioner determines that all of
the following apply:
(A) A small number of eligible members reside in the
jurisdiction.
(B) The granting of subscription rights or the offer or sale of
stock to eligible members in the jurisdiction would require
the issuer or its officers or directors to:
(i) register, under the security laws of the jurisdiction, as
a broker, dealer, salesman, or agent; or
(ii) register, or otherwise qualify, the stock for sale in the
jurisdiction.
(C) The registration, qualification, or filing in the judgment
of the commissioner would be impracticable or unduly
burdensome for reasons of cost or otherwise.
(6) Provide that an eligible member that exercises subscription
rights must subscribe for at least a minimum number of shares
of stock or a minimum dollar amount of stock unless the
commissioner has determined that either minimum is
unreasonable based on the respective interests of the issuer of
stock and the eligible members. As added by P.L.5-2000, SEC.4.
IC 27-14-4-7 Stock option as compensation of officer or director prohibited
Sec. 7. Notwithstanding any provision of this article, an MIHC or
an affiliate of an MIHC may not use any form of a stock option or
other preference with respect to the sale or purchase of any stock or
other equity instrument of the MIHC or an affiliate of the MIHC to
compensate an officer or director of the MIHC or an affiliate of the
MIHC for services in connection with a plan to issue stock. As added by P.L.5-2000, SEC.4.
IC 27-14-4-8 Restrictions on dividends and distributions
Sec. 8. Neither a stock holding company nor a reorganized insurer
may pay dividends or make other distributions with respect to its
stock to its shareholders if the reorganized insurer has failed to pay
policyholder dividends under IC 27-14-3-11. As added by P.L.5-2000, SEC.4.
