Okla. Stat. tit. 36, § 36-1633

insurer.

A. The requirements for filing shall be as follows:

1. No person other than the issuer shall make a tender offer

for or a request or invitation for tenders of, or enter into any

agreement to exchange securities for, seek to acquire, or acquire,

in the open market or otherwise, any voting security of a domestic

insurer if, after the consummation thereof, such person would,

directly or indirectly, or by conversion or by exercise of any right

to acquire, be in control of the insurer, and no person shall enter

into an agreement to merge with or otherwise to acquire control of a

domestic insurer or any person controlling a domestic insurer

unless, at the time the offer, request or invitation is made or the

agreement is entered into, or prior to the acquisition of the

securities if no offer or agreement is involved, such person has

filed with the Commissioner and has sent to the insurer, and such

insurer has sent to its shareholders, a statement containing the

information required by this section and the offer, request,

invitation, agreement or acquisition has been approved by the

Commissioner in the manner prescribed in this act;

2. For purposes of this section, any controlling person of a

domestic insurer seeking to divest its controlling interest in the

domestic insurer, in any manner, shall file with the Commissioner,

with a copy to the insurer, confidential notice of its proposed

divestiture at least thirty (30) days prior to the cessation of

control. The Commissioner shall determine those instances in which

the party or parties seeking to divest or to acquire a controlling

interest in an insurer shall be required to file for and obtain

approval of the transaction. The information shall remain

confidential until the conclusion of the transaction unless the

Commissioner, in his or her discretion, determines that confidential

Oklahoma Statutes - Title 36. Insurance Page 454

treatment will interfere with enforcement of this section. If the

statement referred to in paragraph 1 of this subsection is otherwise

filed, this paragraph shall not apply;

3. With respect to a transaction subject to this section, the

acquiring person must also file a preacquisition notification with

the Commissioner, which shall contain the information set forth in

paragraph 1 of subsection C of Section 4 of this act. A failure to

file the notification may be subject to the penalty specified in

paragraph 3 of subsection E of Section 4 of this act; and

4. For purposes of this section, a "domestic insurer" shall

include any person controlling a domestic insurer unless the person,

as determined by the Commissioner, is either directly or through its

affiliates primarily engaged in business other than the business of

insurance. For the purposes of this section, "person" shall not

include any securities broker holding, in the usual and customary

broker's function, less than twenty percent (20%) of the voting

securities of an insurance company or of any person which controls

an insurance company.

B. The statement to be filed with the Commissioner shall be

made under oath or affirmation and shall contain the following:

1. The name and address of each person by whom or on whose

behalf the merger or other acquisition of control referred to in

subsection A of this section, hereinafter called the "acquiring

party", is to be affected:

a. if the person is an individual, his or her principal

occupation and all offices and positions held during

the past five (5) years, and any conviction of crimes

other than minor traffic violations during the past

ten (10) years, and

b. if the person is not an individual, a report of the

nature of its business operations during the past five
alled the "acquiring

party", is to be affected:

a. if the person is an individual, his or her principal

occupation and all offices and positions held during

the past five (5) years, and any conviction of crimes

other than minor traffic violations during the past

ten (10) years, and

b. if the person is not an individual, a report of the

nature of its business operations during the past five

(5) years or for the lesser period as the person and

any predecessors shall have been in existence; an

informative description of the business intended to be

done by the person and the person's subsidiaries; and

a list of all individuals who are or who have been

selected to become directors or executive officers of

the person, or who perform or will perform functions

appropriate to such positions. The list shall include

for each individual the information required by

subparagraph a of this paragraph;

2. The source, nature and amount of the consideration used or

to be used in effecting the merger or other acquisition of control,

a description of any transaction where funds were or are to be

obtained for any such purpose, including any pledge of the insurer's

stock or the stock of any of its subsidiaries or controlling

affiliates, and the identity of persons furnishing consideration;

Oklahoma Statutes - Title 36. Insurance Page 455

provided, however, that where a source of consideration is a loan

made in the lender's ordinary course of business, the identity of

the lender shall remain confidential, if the person filing the

statement so requests;

3. Fully audited financial information as to the earnings and

financial condition of each acquiring party for the preceding five

(5) fiscal years of each acquiring party, or for such lesser period

as the acquiring party and any predecessors shall have been in

existence, and similar unaudited information as of a date not

earlier than ninety (90) days prior to the filing of the statement;

4. Any plans or proposals which each acquiring party may have

to liquidate the insurer, to sell its assets or merge or consolidate

it with any person, or to make any other material change in its

business or corporate structure or management;

5. The number of shares of any security referred to in

subsection A of this section which each acquiring party proposes to

acquire, and the terms of the offer, request, invitation, agreement

or acquisition referred to in subsection A of this section, and a

statement as to the method by which the fairness of the proposal was

arrived at;

6. The amount of each class of any security referred to in

subsection A of this section which is beneficially owned or

concerning which there is a right to acquire beneficial ownership by

each acquiring party;

7. A full description of any contracts, arrangements or

understandings with respect to any security referred to in

subsection A of this section in which any acquiring party is

involved, including but not limited to transfer of any of the

securities, joint ventures, loan or option arrangements, puts or

calls, guarantees of loans, guarantees against loss or guarantees of

profits, division of losses or profits, or the giving or withholding

of proxies. The description shall identify the persons with whom

the contracts, arrangements or understandings have been entered

into;

8. A description of the purchase of any security referred to in

subsection A of this section during the twelve (12) calendar months

preceding the filing of the statement by any acquiring party,

including the dates of purchase, names of the purchasers and

consideration paid or agreed to be paid;

9. A description of any recommendations to purchase any

security referred to in subsection A of this section made during the

twelve (12) calendar months preceding the filing of the statement by

any acquiring party, or by anyone based upon interviews or at the

suggestion of the acquiring party;
cluding the dates of purchase, names of the purchasers and

consideration paid or agreed to be paid;

9. A description of any recommendations to purchase any

security referred to in subsection A of this section made during the

twelve (12) calendar months preceding the filing of the statement by

any acquiring party, or by anyone based upon interviews or at the

suggestion of the acquiring party;

10. Copies of all tender offers for, requests, or invitations

for tenders of, exchange offers for, and agreements to acquire or

Oklahoma Statutes - Title 36. Insurance Page 456

exchange any securities referred to in subsection A of this section,

and, if distributed, additional related soliciting material;

11. The term of any agreement, contract or understanding made

with or proposed to be made with any broker-dealer as to

solicitation of securities referred to in subsection A of this

section for tender, and the amount of any fees, commissions or other

compensation to be paid to broker-dealers with regard thereto;

12. An agreement by the person required to file the statement

referred to in subsection A of this section that it will provide the

annual report, specified in subsection L of Section 5 of this act,

for so long as control exists;

13. An acknowledgement by the person required to file the

statement referred to in subsection A of this section that the

person and all subsidiaries within its control in the insurance

holding company system will provide information to the Commissioner

upon request as necessary to evaluate enterprise risk to the

insurer; and

14. Such additional information as the Commissioner may by rule

or regulation prescribe as necessary or appropriate for the

protection of policyholders of the insurer or in the public

interest. If the person required to file the statement referred to

in subsection A of this section is a partnership, limited

partnership, syndicate or other group, the Commissioner may require

that the information required pursuant to paragraphs 1 through 14 of

this subsection shall be given with respect to each partner of the

partnership or limited partnership, each member of the syndicate or

group, and each person who controls the partner or member. If any

partner, member or person is a corporation or the person required to

file the statement referred to in subsection A of this section is a

corporation, the Commissioner may require that the information

required pursuant to paragraphs 1 through 14 of this subsection

shall be given with respect to the corporation, each officer and

director of the corporation, and each person who is directly or

indirectly the beneficial owner of more than ten percent (10%) of

the outstanding voting securities of the corporation. If any

material change occurs in the facts set forth in the statement filed

with the Commissioner and sent to the insurer pursuant to this

section, an amendment setting forth the change, together with copies

of all documents and other material relevant to the change, shall be

filed with the Commissioner and sent to the insurer within two (2)

business days after the person learns of the change.

C. If any offer, request, invitation, agreement or acquisition

referred to in subsection A of this section is proposed to be made

by means of a registration 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

Oklahoma Statutes - Title 36. Insurance Page 457

required to file the statement referred to in subsection A of this

section may utilize the documents in furnishing the information

called for by that statement.

D. 1. The Commissioner shall approve any merger or other

acquisition of control referred to in subsection A of this section

unless, after a public hearing, the Commissioner finds that:
Oklahoma Statutes - Title 36. Insurance Page 457

required to file the statement referred to in subsection A of this

section may utilize the documents in furnishing the information

called for by that statement.

D. 1. The Commissioner shall approve any merger or other

acquisition of control referred to in subsection A of this section

unless, after a public hearing, the Commissioner finds that:

a. after the change of control, the domestic insurer

referred to in subsection A of this section would not

be able to satisfy the requirements for the issuance

of a license to write the line or lines of insurance

for which it is presently licensed,

b. the effect of the merger or other acquisition of

control would be substantially to lessen competition

in insurance in this state or tend to create a

monopoly. In applying the competitive standard in

this subparagraph:

(1) the informational requirements of paragraph 1 of

subsection C of Section 4 of this act and the

standards of paragraph 2 of subsection D of

Section 4 of this act shall apply,

(2) the merger or other acquisition shall not be

disapproved if the Commissioner finds that any of

the situations meeting the criteria provided by

paragraph 3 of subsection D of Section 4 of this

act exist, and

(3) the Commissioner may condition the approval of

the merger or other acquisition on the removal of

the basis of disapproval within a specified

period of time,

c. the financial condition of any acquiring party is such

as might jeopardize the financial stability of the

insurer, or prejudice the interest of its

policyholders,

d. the plans or proposals which the acquiring party has

to liquidate the insurer, sell its assets or

consolidate or merge it with any person, or to make

any other material change in its business or corporate

structure or management, are unfair and unreasonable

to policyholders of the insurer and not in the public

interest,

e. the competence, experience and integrity of those

persons who would control the operation of the insurer

are such that it would not be in the interest of

policyholders of the insurer and of the public to

permit the merger or other acquisition of control, or

f. the acquisition is likely to be hazardous or

prejudicial to the insurance-buying public.

Oklahoma Statutes - Title 36. Insurance Page 458

2. The public hearing referred to in paragraph 1 of this

subsection shall be held within thirty (30) days after the statement

required by subsection A of this section is filed, and at least

twenty (20) days' notice shall be given by the Commissioner to the

person filing the statement. Not less than fourteen (14) days'

notice of the public hearing shall be given by the person filing the

statement to the insurer and to such other persons as may be

designated by the Commissioner. The insurer shall give notice to

its securityholders. The Commissioner shall make a determination

within the sixty-day period preceding the effective date of the

proposed transaction. At the hearing, the person filing the

statement, the insurer, any person to whom notice of hearing was

sent, and any other person whose interest may be affected shall have

the right to present evidence, examine and cross-examine witnesses,

and offer oral and written arguments and in connection therewith

shall be entitled to conduct discovery proceedings in the same

manner as is presently allowed by subsection A of Section 317 of

Title 36 of the Oklahoma Statutes. All discovery proceedings shall

be concluded not later than three (3) days prior to the commencement

of the public hearing.

3. If the proposed acquisition of control will require the

approval of more than one state's Commissioner, the public hearing

referred to in paragraph 2 of this subsection may be held on a

consolidated basis upon request of the person filing the statement

referred to in subsection A of this section. Such person shall file
r than three (3) days prior to the commencement

of the public hearing.

3. If the proposed acquisition of control will require the

approval of more than one state's Commissioner, the public hearing

referred to in paragraph 2 of this subsection may be held on a

consolidated basis upon request of the person filing the statement

referred to in subsection A of this section. Such person shall file

the statement referred to in subsection A of this section with the

National Association of Insurance Commissioners (NAIC) within five

(5) days of making the request for a public hearing. The

Commissioner may opt out of a consolidated hearing, and shall

provide notice to the applicant of the opt-out within ten (10) days

of the receipt of the statement referred to in subsection A of this

section. A hearing conducted on a consolidated basis shall be

public and shall be held within the United States before the

Commissioners of the states in which the insurers are domiciled.

Such Commissioners shall hear and receive evidence. A Commissioner

may attend such hearing, in person or by telecommunication.

4. In connection with a change of control of a domestic

insurer, any determination by the Commissioner that the person

acquiring control of the insurer shall be required to maintain or

restore the capital of the insurer to the level required by the laws

and regulations of this state shall be made not later than sixty

(60) days after the date of notification of the change in control

submitted pursuant to paragraph 1 of subsection A of Section 3 of

this act.

5. The Commissioner may retain at the acquiring person's

expense any attorneys, actuaries, accountants and other experts not

otherwise a part of the Commissioner's staff as may be reasonably

Oklahoma Statutes - Title 36. Insurance Page 459

necessary to assist the Commissioner in reviewing the proposed

acquisition of control.

E. The provisions of this section shall not apply to any offer,

request, invitation, agreement or acquisition which the Commissioner

by order shall exempt as not having been made or entered into for

the purpose and not having the effect of changing or influencing the

control of a domestic insurer, or as otherwise not comprehended

within the purposes of this section.

F. The following shall be violations of this section:

1. The failure to file any statement, amendment or other

material required to be filed pursuant to subsection A or B of this

section; or

2. The effectuation or any attempt to effectuate an acquisition

of control of, divestiture of, or merger with, a domestic insurer

unless the Commissioner has given approval.

G. The courts of this state are hereby vested with jurisdiction

over every person not resident, domiciled or authorized to do

business in this state who files a statement with the Commissioner

under this section, and overall actions involving such person

arising out of violations of this section, and each such person

shall be deemed to have performed acts equivalent to and

constituting an appointment by the person of the Commissioner to be

his true and lawful attorney upon whom may be served all lawful

process in any action, suit or proceeding arising out of violations

of this section. Copies of all lawful process shall be served on

the Commissioner and transmitted by registered or certified mail by

the Commissioner to the person at his or her last-known address.