(1) "Closedblock" means an allocation of assets for a defined group of in‑force policies which, together with the premiums of those policies and relatedinvestment earnings, are expected to be sufficient to maintain the payments ofguaranteed benefits, certain expenses, and continuation of the current dividendscale on the closed block, if experience does not change.
(2) "Convertingmutual" means a domestic mutual insurance company that has adopted a planof conversion and an amendment to its articles of incorporation under thissection that will, upon consummation, result in the domestic mutual insurancecompany converting into a domestic stock insurance company.
(3) "Eligiblemember" means a person who:
a. Is a member of theconverting mutual on the date the converting mutual's board of directors adoptsa resolution proposing a plan of conversion and an amendment to the articles ofincorporation; and
b. Continues to be amember of the converting mutual on the effective date of the conversion.
(4) "Formermutual" means the domestic stock insurance company resulting from theconversion of a converting mutual to a stock insurance company under a plan ofconversion and an amendment to its articles of incorporation under thissection.
(5) "Member"means a person that, according to the records, articles of incorporation, andbylaws of a converting mutual, is a member of the converting mutual.
(6) "Membershipinterests" means:
a. The voting rights ofmembers of a domestic mutual insurance company as provided by law and by thecompany's articles of incorporation and bylaws; and
b. The rights ofmembers of a domestic mutual insurance company to receive cash, stock, or otherconsideration in the event of a conversion to a stock insurance company underthis section or a dissolution as provided by the company's articles ofincorporation and bylaws.
(7) "Parentcompany" means a corporation that, upon the effective date of aconversion, owns all of the stock of the former mutual.
(8) "Plan ofconversion" means the plan of conversion described in subsection (b) ofthis section.
(b) The plan ofconversion under G.S. 58‑10‑10 shall:
(1) Describe the mannerin which the proposed conversion will occur and the insurance and any othercompanies that will result from or be directly affected by the conversion,including the former mutual and any parent company.
(2) Provide that themembership interests in the converting mutual will be extinguished as of theeffective date of the conversion.
(3) Require thedistribution to the eligible members, upon the extinguishing of theirmembership interests, of aggregate consideration equal to the fair value of theconverting mutual.
(4) Describe the mannerin which the fair value of the converting mutual has been or will bedetermined.
(5) Describe the form orforms and amount, if known, of consideration to be distributed to the eligiblemembers.
(6) Specify relevantclasses, categories, or groups of eligible members and describe and explain anydifferences in the form or forms and amount of consideration to be distributedto or among the eligible members.
(7) Require and describethe method or formula for the fair and equitable allocation of theconsideration among the eligible members.
(8) Provide for thedetermination and preservation of the reasonable dividend expectations ofeligible members and other policyholders with policies that provide for thedistribution of policy dividends, through establishment of a closed block orother method acceptable to the Commissioner.
(9) Provide that eachmember and other policyholder of the converting mutual will receivenotification of the address and telephone number of the converting mutual andthe former mutual, if different, along with the notice of hearing as approvedby the Commissioner.
(10) Include otherprovisions as the converting mutual determines to be necessary.
(c) After the adoptionby the board of directors of the resolution proposing the plan of conversionunder G.S. 58‑10‑10 and the amendment to its articles ofincorporation, the converting mutual shall file with the Commissioner anapplication for approval of the plan and amendment. The application mustcontain the following information, together with any additional information asthe Commissioner may require:
(1) The plan ofconversion and a certificate of the secretary of the converting mutualcertifying the adoption of the plan by the board of directors.
(2) A statement of thereasons for the proposed conversion and why the conversion is in the bestinterests of the converting mutual, the eligible members, and the otherpolicyholders. The statement must include an analysis of the risks and benefitsto the converting mutual and its members of the proposed conversion and acomparison of the risks and benefits of the conversion with the risks andbenefits of reasonable alternatives to a conversion.
(3) A five‑yearbusiness plan and at least two years of financial forecasts of the formermutual and any parent company.
(4) Any plans that theformer mutual or any parent company may have to:
a. Raise additionalcapital through the issuance of stock or otherwise;
b. Sell or issue stockto any person, including any compensation or benefit plan for directors,officers, or employees under which stock may be issued;
c. Liquidate ordissolve any company or sell any material assets;
d. Merge or consolidateor pursue any other form of reorganization with any person; or
e. Make any othermaterial change in investment policy, business, corporate structure, ormanagement.
(5) Any plans for adelayed distribution of consideration to eligible members or restrictions onsale or transfer of stock or other securities.
(6) A copy of the formof trust agreement, if a distribution of consideration is to be delayed by morethan six months after the effective date of the conversion.
(7) A plan of operationfor a closed block, if a closed block is used for the preservation of thereasonable dividend expectations of eligible members and other policyholderswith policies that provide for the distribution of policy dividends.
(8) Copies of theamendment to the articles of incorporation proposed by the board of directorsand proposed bylaws of the former mutual and copies of the existing and anyproposed articles of incorporation and bylaws of any parent company.
(9) A list of allindividuals who are or have been selected to become directors or officers ofthe former mutual and any parent company, or the individuals who perform orwill perform duties customarily performed by a director or officer, and thefollowing information concerning each individual on the list unless theinformation is already on file with the Commissioner:
a. The individual'sprincipal occupation.
b. All offices andpositions the individual has held in the preceding five years.
c. Any crime of whichthe individual has been convicted (other than traffic violations) in thepreceding 10 years.
d. Informationconcerning any personal bankruptcy of the individual or the individual's spouseduring the previous seven years.
e. Informationconcerning the bankruptcy of any corporation or other entity of which theindividual was an officer or director during the previous seven years.
f. Informationconcerning allegations of state or federal securities law violations madeagainst the individual that within the previous 10 years resulted in (i) adetermination that the individual violated state or federal securities laws;(ii) a plea of nolo contendere; or (iii) a consent decree.
g. Information concerningthe suspension, revocation, or other disciplinary action during the previous 10years of any state or federal license issued to the individual.
h. Information as towhether the individual was refused a bond during the previous 10 years.
(10) A fairness opinionaddressed to the board of directors of the converting mutual from a qualified,independent financial adviser asserting:
a. That the provisionof stock, cash, policy benefits, or other forms of consideration upon theextinguishing of the converting mutual's membership interests under the plan ofconversion and the amendment to the articles of incorporation is fair to theeligible members, as a group, from a financial point of view; and
b. Whether the totalconsideration under sub‑subdivision a. of this subdivision is equal to orgreater than the surplus of the converting mutual.
TheCommissioner may waive the fairness opinion in situations involving astraightforward issuance of stock to members of the former mutual.
(11) An actuarial opinionas to the following:
a. The reasonablenessand appropriateness of the methodology or formulas used to allocateconsideration among eligible members, consistent with this Article.
b. The reasonablenessof the plan of operation and sufficiency of the assets allocated to the closedblock, if a closed block is used for the preservation of the reasonabledividend expectations of eligible members and other policyholders with policiesthat provide for the distribution of policy dividends.
(12) If any of theconsideration to be distributed to eligible members consists of stock or othersecurities, subject to the limitations of G.S. 58‑10‑10(b)(6), adescription of the plans made by the former mutual or its parent company toassure that an active public trading market for the stock or other securitieswill develop within a reasonable amount of time after the effective date of theplan of conversion and that eligible members who receive stock or othersecurities will be able to sell their stock or other securities, subject to anydelayed distribution or transfer restrictions, at reasonable cost and effort.
(13) Any additionalinformation, documents, or materials that the converting mutual determines tobe necessary.
(d) Distribution of allor part of the consideration to some or all of the eligible members may bedelayed, or restrictions on sale or transfer of any stock or other securitiesto be distributed to eligible members may be required, for a reasonable periodof time following the effective date of the conversion. However, the period oftime shall not exceed six months unless otherwise approved by the Commissioner.
(e) Except asspecifically provided in a plan of conversion, for five years following theeffective date of the conversion, no person or persons acting in concert (otherthan the former mutual, any parent company, or any employee benefit plans ortrusts sponsored by the former mutual or a parent company) shall directly orindirectly acquire, or agree or offer to acquire, in any manner the beneficialownership of five percent (5%) or more of the outstanding shares of any classof a voting security of the former mutual or any parent company without theprior approval of the Commissioner of a statement filed by that person with theCommissioner. The statement shall contain the information required by G.S. 58‑19‑15(b)and any other information required by the Commissioner. The Commissioner shallnot approve an acquisition under this subsection unless the Commissioner findsthat:
(1) The requirements ofG.S. 58‑19‑15(e) will be satisfied.
(2) The acquisition willnot frustrate the plan of conversion or the amendment to the articles ofincorporation as approved by the members and the Commissioner.
(3) The boards ofdirectors of the former mutual and any parent company have approved theacquisition.
(4) The acquisitionwould be in the best interest of the present and future policyholders of theformer mutual without regard to any interest of policyholders as shareholdersof the former mutual or any parent company. (2001‑223, s. 9.6.)
(1) "Closedblock" means an allocation of assets for a defined group of in‑force policies which, together with the premiums of those policies and relatedinvestment earnings, are expected to be sufficient to maintain the payments ofguaranteed benefits, certain expenses, and continuation of the current dividendscale on the closed block, if experience does not change.
(2) "Convertingmutual" means a domestic mutual insurance company that has adopted a planof conversion and an amendment to its articles of incorporation under thissection that will, upon consummation, result in the domestic mutual insurancecompany converting into a domestic stock insurance company.
(3) "Eligiblemember" means a person who:
a. Is a member of theconverting mutual on the date the converting mutual's board of directors adoptsa resolution proposing a plan of conversion and an amendment to the articles ofincorporation; and
b. Continues to be amember of the converting mutual on the effective date of the conversion.
(4) "Formermutual" means the domestic stock insurance company resulting from theconversion of a converting mutual to a stock insurance company under a plan ofconversion and an amendment to its articles of incorporation under thissection.
(5) "Member"means a person that, according to the records, articles of incorporation, andbylaws of a converting mutual, is a member of the converting mutual.
(6) "Membershipinterests" means:
a. The voting rights ofmembers of a domestic mutual insurance company as provided by law and by thecompany's articles of incorporation and bylaws; and
b. The rights ofmembers of a domestic mutual insurance company to receive cash, stock, or otherconsideration in the event of a conversion to a stock insurance company underthis section or a dissolution as provided by the company's articles ofincorporation and bylaws.
(7) "Parentcompany" means a corporation that, upon the effective date of aconversion, owns all of the stock of the former mutual.
(8) "Plan ofconversion" means the plan of conversion described in subsection (b) ofthis section.
(b) The plan ofconversion under G.S. 58‑10‑10 shall:
(1) Describe the mannerin which the proposed conversion will occur and the insurance and any othercompanies that will result from or be directly affected by the conversion,including the former mutual and any parent company.
(2) Provide that themembership interests in the converting mutual will be extinguished as of theeffective date of the conversion.
(3) Require thedistribution to the eligible members, upon the extinguishing of theirmembership interests, of aggregate consideration equal to the fair value of theconverting mutual.
(4) Describe the mannerin which the fair value of the converting mutual has been or will bedetermined.
(5) Describe the form orforms and amount, if known, of consideration to be distributed to the eligiblemembers.
(6) Specify relevantclasses, categories, or groups of eligible members and describe and explain anydifferences in the form or forms and amount of consideration to be distributedto or among the eligible members.
(7) Require and describethe method or formula for the fair and equitable allocation of theconsideration among the eligible members.
(8) Provide for thedetermination and preservation of the reasonable dividend expectations ofeligible members and other policyholders with policies that provide for thedistribution of policy dividends, through establishment of a closed block orother method acceptable to the Commissioner.
(9) Provide that eachmember and other policyholder of the converting mutual will receivenotification of the address and telephone number of the converting mutual andthe former mutual, if different, along with the notice of hearing as approvedby the Commissioner.
(10) Include otherprovisions as the converting mutual determines to be necessary.
(c) After the adoptionby the board of directors of the resolution proposing the plan of conversionunder G.S. 58‑10‑10 and the amendment to its articles ofincorporation, the converting mutual shall file with the Commissioner anapplication for approval of the plan and amendment. The application mustcontain the following information, together with any additional information asthe Commissioner may require:
(1) The plan ofconversion and a certificate of the secretary of the converting mutualcertifying the adoption of the plan by the board of directors.
(2) A statement of thereasons for the proposed conversion and why the conversion is in the bestinterests of the converting mutual, the eligible members, and the otherpolicyholders. The statement must include an analysis of the risks and benefitsto the converting mutual and its members of the proposed conversion and acomparison of the risks and benefits of the conversion with the risks andbenefits of reasonable alternatives to a conversion.
(3) A five‑yearbusiness plan and at least two years of financial forecasts of the formermutual and any parent company.
(4) Any plans that theformer mutual or any parent company may have to:
a. Raise additionalcapital through the issuance of stock or otherwise;
b. Sell or issue stockto any person, including any compensation or benefit plan for directors,officers, or employees under which stock may be issued;
c. Liquidate ordissolve any company or sell any material assets;
d. Merge or consolidateor pursue any other form of reorganization with any person; or
e. Make any othermaterial change in investment policy, business, corporate structure, ormanagement.
(5) Any plans for adelayed distribution of consideration to eligible members or restrictions onsale or transfer of stock or other securities.
(6) A copy of the formof trust agreement, if a distribution of consideration is to be delayed by morethan six months after the effective date of the conversion.
(7) A plan of operationfor a closed block, if a closed block is used for the preservation of thereasonable dividend expectations of eligible members and other policyholderswith policies that provide for the distribution of policy dividends.
(8) Copies of theamendment to the articles of incorporation proposed by the board of directorsand proposed bylaws of the former mutual and copies of the existing and anyproposed articles of incorporation and bylaws of any parent company.
(9) A list of allindividuals who are or have been selected to become directors or officers ofthe former mutual and any parent company, or the individuals who perform orwill perform duties customarily performed by a director or officer, and thefollowing information concerning each individual on the list unless theinformation is already on file with the Commissioner:
a. The individual'sprincipal occupation.
b. All offices andpositions the individual has held in the preceding five years.
c. Any crime of whichthe individual has been convicted (other than traffic violations) in thepreceding 10 years.
d. Informationconcerning any personal bankruptcy of the individual or the individual's spouseduring the previous seven years.
e. Informationconcerning the bankruptcy of any corporation or other entity of which theindividual was an officer or director during the previous seven years.
f. Informationconcerning allegations of state or federal securities law violations madeagainst the individual that within the previous 10 years resulted in (i) adetermination that the individual violated state or federal securities laws;(ii) a plea of nolo contendere; or (iii) a consent decree.
g. Information concerningthe suspension, revocation, or other disciplinary action during the previous 10years of any state or federal license issued to the individual.
h. Information as towhether the individual was refused a bond during the previous 10 years.
(10) A fairness opinionaddressed to the board of directors of the converting mutual from a qualified,independent financial adviser asserting:
a. That the provisionof stock, cash, policy benefits, or other forms of consideration upon theextinguishing of the converting mutual's membership interests under the plan ofconversion and the amendment to the articles of incorporation is fair to theeligible members, as a group, from a financial point of view; and
b. Whether the totalconsideration under sub‑subdivision a. of this subdivision is equal to orgreater than the surplus of the converting mutual.
TheCommissioner may waive the fairness opinion in situations involving astraightforward issuance of stock to members of the former mutual.
(11) An actuarial opinionas to the following:
a. The reasonablenessand appropriateness of the methodology or formulas used to allocateconsideration among eligible members, consistent with this Article.
b. The reasonablenessof the plan of operation and sufficiency of the assets allocated to the closedblock, if a closed block is used for the preservation of the reasonabledividend expectations of eligible members and other policyholders with policiesthat provide for the distribution of policy dividends.
(12) If any of theconsideration to be distributed to eligible members consists of stock or othersecurities, subject to the limitations of G.S. 58‑10‑10(b)(6), adescription of the plans made by the former mutual or its parent company toassure that an active public trading market for the stock or other securitieswill develop within a reasonable amount of time after the effective date of theplan of conversion and that eligible members who receive stock or othersecurities will be able to sell their stock or other securities, subject to anydelayed distribution or transfer restrictions, at reasonable cost and effort.
(13) Any additionalinformation, documents, or materials that the converting mutual determines tobe necessary.
(d) Distribution of allor part of the consideration to some or all of the eligible members may bedelayed, or restrictions on sale or transfer of any stock or other securitiesto be distributed to eligible members may be required, for a reasonable periodof time following the effective date of the conversion. However, the period oftime shall not exceed six months unless otherwise approved by the Commissioner.
(e) Except asspecifically provided in a plan of conversion, for five years following theeffective date of the conversion, no person or persons acting in concert (otherthan the former mutual, any parent company, or any employee benefit plans ortrusts sponsored by the former mutual or a parent company) shall directly orindirectly acquire, or agree or offer to acquire, in any manner the beneficialownership of five percent (5%) or more of the outstanding shares of any classof a voting security of the former mutual or any parent company without theprior approval of the Commissioner of a statement filed by that person with theCommissioner. The statement shall contain the information required by G.S. 58‑19‑15(b)and any other information required by the Commissioner. The Commissioner shallnot approve an acquisition under this subsection unless the Commissioner findsthat:
(1) The requirements ofG.S. 58‑19‑15(e) will be satisfied.
(2) The acquisition willnot frustrate the plan of conversion or the amendment to the articles ofincorporation as approved by the members and the Commissioner.
(3) The boards ofdirectors of the former mutual and any parent company have approved theacquisition.
(4) The acquisitionwould be in the best interest of the present and future policyholders of theformer mutual without regard to any interest of policyholders as shareholdersof the former mutual or any parent company. (2001‑223, s. 9.6.)
(1) "Closedblock" means an allocation of assets for a defined group of in‑force policies which, together with the premiums of those policies and relatedinvestment earnings, are expected to be sufficient to maintain the payments ofguaranteed benefits, certain expenses, and continuation of the current dividendscale on the closed block, if experience does not change.
(2) "Convertingmutual" means a domestic mutual insurance company that has adopted a planof conversion and an amendment to its articles of incorporation under thissection that will, upon consummation, result in the domestic mutual insurancecompany converting into a domestic stock insurance company.
(3) "Eligiblemember" means a person who:
a. Is a member of theconverting mutual on the date the converting mutual's board of directors adoptsa resolution proposing a plan of conversion and an amendment to the articles ofincorporation; and
b. Continues to be amember of the converting mutual on the effective date of the conversion.
(4) "Formermutual" means the domestic stock insurance company resulting from theconversion of a converting mutual to a stock insurance company under a plan ofconversion and an amendment to its articles of incorporation under thissection.
(5) "Member"means a person that, according to the records, articles of incorporation, andbylaws of a converting mutual, is a member of the converting mutual.
(6) "Membershipinterests" means:
a. The voting rights ofmembers of a domestic mutual insurance company as provided by law and by thecompany's articles of incorporation and bylaws; and
b. The rights ofmembers of a domestic mutual insurance company to receive cash, stock, or otherconsideration in the event of a conversion to a stock insurance company underthis section or a dissolution as provided by the company's articles ofincorporation and bylaws.
(7) "Parentcompany" means a corporation that, upon the effective date of aconversion, owns all of the stock of the former mutual.
(8) "Plan ofconversion" means the plan of conversion described in subsection (b) ofthis section.
(b) The plan ofconversion under G.S. 58‑10‑10 shall:
(1) Describe the mannerin which the proposed conversion will occur and the insurance and any othercompanies that will result from or be directly affected by the conversion,including the former mutual and any parent company.
(2) Provide that themembership interests in the converting mutual will be extinguished as of theeffective date of the conversion.
(3) Require thedistribution to the eligible members, upon the extinguishing of theirmembership interests, of aggregate consideration equal to the fair value of theconverting mutual.
(4) Describe the mannerin which the fair value of the converting mutual has been or will bedetermined.
(5) Describe the form orforms and amount, if known, of consideration to be distributed to the eligiblemembers.
(6) Specify relevantclasses, categories, or groups of eligible members and describe and explain anydifferences in the form or forms and amount of consideration to be distributedto or among the eligible members.
(7) Require and describethe method or formula for the fair and equitable allocation of theconsideration among the eligible members.
(8) Provide for thedetermination and preservation of the reasonable dividend expectations ofeligible members and other policyholders with policies that provide for thedistribution of policy dividends, through establishment of a closed block orother method acceptable to the Commissioner.
(9) Provide that eachmember and other policyholder of the converting mutual will receivenotification of the address and telephone number of the converting mutual andthe former mutual, if different, along with the notice of hearing as approvedby the Commissioner.
(10) Include otherprovisions as the converting mutual determines to be necessary.
(c) After the adoptionby the board of directors of the resolution proposing the plan of conversionunder G.S. 58‑10‑10 and the amendment to its articles ofincorporation, the converting mutual shall file with the Commissioner anapplication for approval of the plan and amendment. The application mustcontain the following information, together with any additional information asthe Commissioner may require:
(1) The plan ofconversion and a certificate of the secretary of the converting mutualcertifying the adoption of the plan by the board of directors.
(2) A statement of thereasons for the proposed conversion and why the conversion is in the bestinterests of the converting mutual, the eligible members, and the otherpolicyholders. The statement must include an analysis of the risks and benefitsto the converting mutual and its members of the proposed conversion and acomparison of the risks and benefits of the conversion with the risks andbenefits of reasonable alternatives to a conversion.
(3) A five‑yearbusiness plan and at least two years of financial forecasts of the formermutual and any parent company.
(4) Any plans that theformer mutual or any parent company may have to:
a. Raise additionalcapital through the issuance of stock or otherwise;
b. Sell or issue stockto any person, including any compensation or benefit plan for directors,officers, or employees under which stock may be issued;
c. Liquidate ordissolve any company or sell any material assets;
d. Merge or consolidateor pursue any other form of reorganization with any person; or
e. Make any othermaterial change in investment policy, business, corporate structure, ormanagement.
(5) Any plans for adelayed distribution of consideration to eligible members or restrictions onsale or transfer of stock or other securities.
(6) A copy of the formof trust agreement, if a distribution of consideration is to be delayed by morethan six months after the effective date of the conversion.
(7) A plan of operationfor a closed block, if a closed block is used for the preservation of thereasonable dividend expectations of eligible members and other policyholderswith policies that provide for the distribution of policy dividends.
(8) Copies of theamendment to the articles of incorporation proposed by the board of directorsand proposed bylaws of the former mutual and copies of the existing and anyproposed articles of incorporation and bylaws of any parent company.
(9) A list of allindividuals who are or have been selected to become directors or officers ofthe former mutual and any parent company, or the individuals who perform orwill perform duties customarily performed by a director or officer, and thefollowing information concerning each individual on the list unless theinformation is already on file with the Commissioner:
a. The individual'sprincipal occupation.
b. All offices andpositions the individual has held in the preceding five years.
c. Any crime of whichthe individual has been convicted (other than traffic violations) in thepreceding 10 years.
d. Informationconcerning any personal bankruptcy of the individual or the individual's spouseduring the previous seven years.
e. Informationconcerning the bankruptcy of any corporation or other entity of which theindividual was an officer or director during the previous seven years.
f. Informationconcerning allegations of state or federal securities law violations madeagainst the individual that within the previous 10 years resulted in (i) adetermination that the individual violated state or federal securities laws;(ii) a plea of nolo contendere; or (iii) a consent decree.
g. Information concerningthe suspension, revocation, or other disciplinary action during the previous 10years of any state or federal license issued to the individual.
h. Information as towhether the individual was refused a bond during the previous 10 years.
(10) A fairness opinionaddressed to the board of directors of the converting mutual from a qualified,independent financial adviser asserting:
a. That the provisionof stock, cash, policy benefits, or other forms of consideration upon theextinguishing of the converting mutual's membership interests under the plan ofconversion and the amendment to the articles of incorporation is fair to theeligible members, as a group, from a financial point of view; and
b. Whether the totalconsideration under sub‑subdivision a. of this subdivision is equal to orgreater than the surplus of the converting mutual.
TheCommissioner may waive the fairness opinion in situations involving astraightforward issuance of stock to members of the former mutual.
(11) An actuarial opinionas to the following:
a. The reasonablenessand appropriateness of the methodology or formulas used to allocateconsideration among eligible members, consistent with this Article.
b. The reasonablenessof the plan of operation and sufficiency of the assets allocated to the closedblock, if a closed block is used for the preservation of the reasonabledividend expectations of eligible members and other policyholders with policiesthat provide for the distribution of policy dividends.
(12) If any of theconsideration to be distributed to eligible members consists of stock or othersecurities, subject to the limitations of G.S. 58‑10‑10(b)(6), adescription of the plans made by the former mutual or its parent company toassure that an active public trading market for the stock or other securitieswill develop within a reasonable amount of time after the effective date of theplan of conversion and that eligible members who receive stock or othersecurities will be able to sell their stock or other securities, subject to anydelayed distribution or transfer restrictions, at reasonable cost and effort.
(13) Any additionalinformation, documents, or materials that the converting mutual determines tobe necessary.
(d) Distribution of allor part of the consideration to some or all of the eligible members may bedelayed, or restrictions on sale or transfer of any stock or other securitiesto be distributed to eligible members may be required, for a reasonable periodof time following the effective date of the conversion. However, the period oftime shall not exceed six months unless otherwise approved by the Commissioner.
(e) Except asspecifically provided in a plan of conversion, for five years following theeffective date of the conversion, no person or persons acting in concert (otherthan the former mutual, any parent company, or any employee benefit plans ortrusts sponsored by the former mutual or a parent company) shall directly orindirectly acquire, or agree or offer to acquire, in any manner the beneficialownership of five percent (5%) or more of the outstanding shares of any classof a voting security of the former mutual or any parent company without theprior approval of the Commissioner of a statement filed by that person with theCommissioner. The statement shall contain the information required by G.S. 58‑19‑15(b)and any other information required by the Commissioner. The Commissioner shallnot approve an acquisition under this subsection unless the Commissioner findsthat:
(1) The requirements ofG.S. 58‑19‑15(e) will be satisfied.
(2) The acquisition willnot frustrate the plan of conversion or the amendment to the articles ofincorporation as approved by the members and the Commissioner.
(3) The boards ofdirectors of the former mutual and any parent company have approved theacquisition.
(4) The acquisitionwould be in the best interest of the present and future policyholders of theformer mutual without regard to any interest of policyholders as shareholdersof the former mutual or any parent company. (2001‑223, s. 9.6.)
