# 50 Ill. Adm. Code 651.ILLUSTRATION: Section 651.ILLUSTRATION A Statement Regarding the Acquisition of Control of a Domestic Insurer

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URL: https://www.frixlaw.com/law-library/statutes/STATE_IL_IAC_T50_P651_S651_ILLUSTRATION

## Section

- **Citation:** 50 Ill. Adm. Code 651.ILLUSTRATION
- **Heading:** Section 651.ILLUSTRATION A Statement Regarding the Acquisition of Control of a Domestic Insurer
- **Jurisdiction:** Illinois
- **Kind:** Regulations
- **Status:** In force
- **Text as of:** August 14, 2026
- **Source:** Compiled text
- **Location:** Illinois Administrative Code / Title 50 INSURANCE / CHAPTER I: DEPARTMENT OF INSURANCE / Part 651 ACQUISITION OF CONTROL OF A DOMESTIC COMPANY / Section 651.ILLUSTRATION A   Statement Regarding the Acquisition of Control of a Domestic Insurer

## Text

Section 651.ILLUSTRATION A
Statement Regarding the Acquisition of Control of a Domestic Insurer
FORM
A
GENERAL
INSTRUCTIONS
A.        Use of Form A
Form A shall
be used by an acquiring party required to file a statement with the Director
pursuant to Section 131.5 of the Illinois Insurance Code. Subsequent amendments
shall also be filed on Form A, but shall include on the top of the cover sheet "Amendment
No.
to" and shall indicate the date of the amendment and not
the date of the original filing.  If the person being acquired is a
"domestic insurer" solely because of the provisions of Section 131.4
of the Illinois Insurance Code, the name of the domestic insurer on the cover
page shall be indicated as follows:
"ABC
Insurance Company, a subsidiary of XYZ Holding Company."
B.        Number of Copies – Signatures
(1)        Two complete paper copies and one electronic copy of each
statement, including exhibits and all other papers and documents filed as a
part of the statement, shall be filed with the Director.
(2)        At least one copy of each statement filed with the Director
shall be manually signed in the manner prescribed by this form.  The unsigned
copy shall contain the same information as in the manually signed copy.  If the
signature of any person is affixed pursuant to a power of attorney or other
similar authority, a copy of that power of attorney or other authority shall
also be filed with the statement.
C.        Requirements as to Printing and Language
(1)        Statements shall be easily readable and suitable for review
and reproduction.  Debits in credit categories and credits in debit categories
shall be designated in a manner other than color so as to be distinguishable on
photocopies.
authority, a copy of that power of attorney or other authority shall
also be filed with the statement.
C.        Requirements as to Printing and Language
(1)        Statements shall be easily readable and suitable for review
and reproduction.  Debits in credit categories and credits in debit categories
shall be designated in a manner other than color so as to be distinguishable on
photocopies.
(2)        Statements shall be in the English language and monetary
values shall be stated in United States currency.  If any exhibit or other
paper or document filed with a statement is in a foreign language, it shall be
accompanied by a translation into the English language and any monetary values
shown in a foreign currency shall be converted into United States currency.
Monetary conversions in the financial statement shall be made as of the date of
the financial statement.  Other required conversions shall be made as of the
date stated on the Form A cover page.
D.        Preparation of Statement
This form is not
to be used as a blank form to be filled in, but only as a guide in the
preparation of the statement. The statement shall contain the numbers and
captions of all items, but the text of the items may be omitted at the option
of the acquiring party provided the answers are so prepared as to indicate to
the reader the coverage of the items without the necessity of referring to the
text of the items or instructions.  All instructions, whether appearing under
the items of the form or elsewhere in the form, are to be omitted.  Unless
expressly provided otherwise within this Part, if any item is inapplicable or
the answer is in the negative, a statement to that effect shall be made.
E.         Additional Information and Exhibits
In addition to
the information expressly required to be included in the statement, the
Director may request such further material information, if any, as may be
necessary to make the information contained in the statement not misleading
is Part, if any item is inapplicable or
the answer is in the negative, a statement to that effect shall be made.
E.         Additional Information and Exhibits
In addition to
the information expressly required to be included in the statement, the
Director may request such further material information, if any, as may be
necessary to make the information contained in the statement not misleading.
The person filing may also file such exhibits as it may desire in addition to
those expressly required by the statement. The exhibits shall be so marked as
to indicate clearly the subject matters to which they refer. Changes to the
statement shall include on the top of the cover page the phrase:  "Change
No. (insert number) to" and shall indicate the date of the change and not
the date of the original filing.
F.         Information Unknown or Not Available
Information
required need be given only insofar as it is known or reasonably available to
the acquiring party.  If any required information is unknown and not reasonably
available to the acquiring party, either because obtaining the information
would involve unreasonable effort or expense, or because it rests peculiarly
within the knowledge of another person not affiliated with the acquiring party,
the information may be omitted, subject to the following conditions:
(1)        The acquiring party shall give such information on the subject
as it possesses or can acquire without unreasonable effort or expense,
including but not limited to impossibility or the loss or destruction of
documents, together with the sources of the documents.
(2)        The acquiring party shall include a statement either showing
that unreasonable effort or expense would be involved or indicating the absence
of any affiliation with the person within whose knowledge the information rests
and stating the result of a request made to that person for the information.
G.        Incorporation by Reference
uments, together with the sources of the documents.
(2)        The acquiring party shall include a statement either showing
that unreasonable effort or expense would be involved or indicating the absence
of any affiliation with the person within whose knowledge the information rests
and stating the result of a request made to that person for the information.
G.        Incorporation by Reference
(1)        Materials required by any item of this statement may be incorporated
by reference in answer or partial answer to any other item.
(2)        Information contained in any financial statement, annual
report, proxy statement, statement filed with a governmental authority, or any
other document may be incorporated by reference in answer or partial answer to
any item, provided the document or paper is filed as an exhibit to the
statement.  Excerpts of documents may be filed as exhibits if the documents are
extensive.  Documents currently on file with the Director that were filed
within 3 years need not be attached as exhibits.  References to information
contained in exhibits or in documents already on file shall clearly identify the
material and shall specifically indicate that the material is to be
incorporated by reference in answer to the item.  Material shall not be
incorporated by reference in any case in which the incorporation would render
the statement incomplete, unclear or confusing.
(3)        When an item requires a summary or outline of the provisions
of any document, only a brief statement shall be made as to the pertinent
provisions of the document.  In addition to the statement, the summary or
outline may incorporate by reference particular parts of any exhibit or
document currently on file with the Director that was filed within three years
and may be qualified in its entirety by that reference
es a summary or outline of the provisions
of any document, only a brief statement shall be made as to the pertinent
provisions of the document.  In addition to the statement, the summary or
outline may incorporate by reference particular parts of any exhibit or
document currently on file with the Director that was filed within three years
and may be qualified in its entirety by that reference.  In any case in which
two or more documents required to be filed as exhibits are substantially identical
in all material respects except as to the parties to the document, the dates of
execution, or other details, a copy of only one of the documents needs to be
filed, with a schedule identifying the omitted documents and setting forth the
material details in which those documents differ from the documents a copy of
which is filed.
H.        Summaries or Outlines of Documents
When an item
requires a summary or outline of the provisions of any document, only a brief
statement shall be made as to the most important provisions of the document.
In addition to that statement, the summary or outline may incorporate by
reference particular parts of any exhibit and may be qualified in its entirety
by the reference.
I.          Additional Exhibits
The acquiring
party may file such exhibits as it may desire, in addition to those expressly
required by the statement.  The exhibits shall be marked to indicate clearly
the subject matters to which they refer.
J.          Omission of Identical Documents
In any case in
which two or more documents required to be filed as exhibits are identical in
all respects except as to the parties to the document, the dates of execution,
or other details, the acquiring party need file a copy of only one of the
documents, with a schedule identifying the omitted documents and setting forth
the details in which those documents differ from the documents a copy of which
is filed
ich two or more documents required to be filed as exhibits are identical in
all respects except as to the parties to the document, the dates of execution,
or other details, the acquiring party need file a copy of only one of the
documents, with a schedule identifying the omitted documents and setting forth
the details in which those documents differ from the documents a copy of which
is filed.  The Director may at any time require the filing of copies of any
omitted documents in order to verify that the omitted documents are identical
to documents on file.
K.        Financial Statements
(1)        The financial statements included as exhibits are to be
audited by an independent certified public accountant in accordance with
generally accepted auditing standards and are to contain financial information
presented in accordance with generally accepted accounting principles for each
acquiring party for the preceding five fiscal years (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 90 days prior to
the filing of the statement.
(2)        If the applicant is an insurer that is actively engaged in the
business of insurance, the financial statements need not be certified, provided
they are  based on the Annual Statement of the person filed with the insurance
department of the person's domiciliary state and are in accordance with the
requirements of insurance or other accounting principles prescribed or
permitted under the laws and regulations of that state.
L.        Signature and Certification
For purposes of the signature and certification required by Item 19 of
the Form A, the applicant may be any person that is an acquiring party.  If the
applicant is a natural person, that person shall sign and certify in an
individual capacity.  If the applicant is other than a natural person, the
signature and certification is to be provided only by an executive officer of
the applicant.
M
on
For purposes of the signature and certification required by Item 19 of
the Form A, the applicant may be any person that is an acquiring party.  If the
applicant is a natural person, that person shall sign and certify in an
individual capacity.  If the applicant is other than a natural person, the
signature and certification is to be provided only by an executive officer of
the applicant.
M.        Filing
Fee
Pursuant to Section 408 of the Illinois Insurance Code, the Director
shall collect a fee for the filing of a statement of acquisition of a domestic
insurance company.  The Form A filing shall not be deemed complete until the
Director has received the appropriate filing fee as required by Section 408.
FORM
A
INSTRUCTIONS
FOR COMPLETION
COVER PAGE.
FORM
A
NAME
OF DOMESTIC INSURER
BY
NAME
OF ALL ACQUIRING PARTIES (APPLICANT)
Date:
, 20
Name, Title and Address of
Person to Whom Notices and Correspondence Concerning This Statement Should be
Addressed:
ITEM 1.          Insurer and Method of Acquisition
State the name
and address of the domestic insurer to which this application relates and a
brief description of how control is to be acquired.
ITEM 2.          Identity and Background of the Acquiring Party
(a)        State the name and address of the acquiring party seeking to
acquire control over the insurer.
(b)        If the acquiring party is not an individual, state the nature
of its business operations for the past five years or for such lesser period as
that party and any predecessors shall have been in existence.  Briefly describe
the business intended to be done by the acquiring party and the acquiring
party's subsidiaries.
f the acquiring party seeking to
acquire control over the insurer.
(b)        If the acquiring party is not an individual, state the nature
of its business operations for the past five years or for such lesser period as
that party and any predecessors shall have been in existence.  Briefly describe
the business intended to be done by the acquiring party and the acquiring
party's subsidiaries.
(c)        Furnish a chart or listing presenting the identities of and
interrelationships among the acquiring party and all affiliates of the
acquiring party.  Indicate in the chart or listing the percentage of voting
securities of each person that is owned or controlled by the acquiring party or
by any other person.  If control of any person is maintained other than by
ownership or control of voting securities, indicate the basis of that control.
As to each person specified in the chart or listing, indicate the type of
organization (e.g., corporation, trust, partnership) and the state or other
jurisdiction of domicile.  If court proceedings looking toward a reorganization
or liquidation are pending with respect to any such person, indicate which
person, and set forth the title of the court, nature of proceedings and date
when commenced.
ITEM 3.          Identity and Background of Individuals Associated with
the Acquiring Party
With respect
to (1) the acquiring party if that person is an individual, and (2) all persons
who are directors or executive officers of the acquiring party that will
acquire direct control of the domestic insurer, if that acquiring party is not
an individual, provide a biographical affidavit which shall include, but not be
limited to, the following information:  identifying information; affiant's
identifying and contact information; affiant's educational, residential and
employment history; affiant's professional, business and technical licenses and
memberships; a complete history of affiant's fidelity bonding; affiant's criminal
charges and convictions; civil, regulatory, a
avit which shall include, but not be
limited to, the following information:  identifying information; affiant's
identifying and contact information; affiant's educational, residential and
employment history; affiant's professional, business and technical licenses and
memberships; a complete history of affiant's fidelity bonding; affiant's criminal
charges and convictions; civil, regulatory, administrative and disciplinary
actions in affiant's individual or corporate capacity; a complete history of
affiant's bankruptcy, insolvency, liens and foreclosures in an individual or
corporate capacity; affiant's consent to release background reports to the
Department and consent for third parties to cooperate in the gathering of
background information; and affiant's and affiant's immediate family's equity
holdings in any entity subject to insurance regulation. The Department will
accept the biographical affidavit, and any supplement to that affidavit, that
is obtained from the website of the National Association of Insurance
Commissioners (NAIC) or the Department.  On the biographical affidavit, include
a third party background check.
ITEM 4.          Nature, Source and Amount of Consideration
(a)        Describe the nature, source and amount of funds or other
considerations used or to be used in effecting the acquisition of control. If
any part of the funds or other consideration is represented or is to be
represented by funds or other consideration borrowed or otherwise obtained for
the purpose of acquiring, holding or trading securities, furnish a description
of the transaction, including any pledge of the acquiring party's own
securities or the securities of any of its subsidiaries or affiliates or
securities of the domestic company to be acquired, the names of the parties,
and copies of all agreements relating to the transaction.
ion borrowed or otherwise obtained for
the purpose of acquiring, holding or trading securities, furnish a description
of the transaction, including any pledge of the acquiring party's own
securities or the securities of any of its subsidiaries or affiliates or
securities of the domestic company to be acquired, the names of the parties,
and copies of all agreements relating to the transaction.
(b)        An explanation of the criteria used in determining the nature
and amount of the consideration. Nature, as used in this subsection, means form
of consideration, such as, but not limited to, cash, debentures and their
terms.
(c)        If the source of the consideration is a loan made in the lender's
ordinary course of business and if the acquiring party wishes the identity to
remain confidential, the acquiring party must specifically request that the
identity be kept confidential.  However, that identity may be disclosed to
other insurance departments, provided they agree to observe the
confidentiality.
ITEM 5.          Future Plans for Insurer
Describe any
plans or proposals that the acquiring party may have to liquidate the insurer,
to sell its assets to or merge it with any other persons, or to make any other
material change in its business operations or corporate structure or
management. Describe any operational changes that may occur as a result of any
integration of the insurer's operations with the operation of the applicant or
any of its affiliates.  For purposes of this Item, a change in business
operations or corporate structure or management shall be deemed material when
it is likely that a reasonable corporate officer would attach importance to the
change, considering the overall impact of the change on the corporation.
ITEM 6
of any
integration of the insurer's operations with the operation of the applicant or
any of its affiliates.  For purposes of this Item, a change in business
operations or corporate structure or management shall be deemed material when
it is likely that a reasonable corporate officer would attach importance to the
change, considering the overall impact of the change on the corporation.
ITEM 6.          Voting Securities or Policyholder Proxies To Be Acquired
or Controlled
State the
number of shares of the insurer's voting securities or number of policyholder
proxies that the acquiring party, its affiliates and any person listed in Item
3 plan to acquire or control, and the terms of the offer, request, invitation,
agreement or acquisition, and a statement as to the method by which the fairness
of the proposal was arrived.
ITEM 7.          Ownership of Voting Securities or Control of
Policyholder Proxies
State the
amount of the insurer's voting securities that is beneficially owned or
concerning which there is a right to acquire beneficial ownership by the
acquiring party, its affiliates or any person listed in Item 3. State the
number of policyholder proxies currently controlled or concerning which there
is a right to acquire control of by the acquiring party, its affiliates or any
person listed in Item 3.
ITEM 8.          Contracts, Arrangements or Understandings with Respect
to Voting Securities or Policyholder Proxies of the Insurer
by the
acquiring party, its affiliates or any person listed in Item 3. State the
number of policyholder proxies currently controlled or concerning which there
is a right to acquire control of by the acquiring party, its affiliates or any
person listed in Item 3.
ITEM 8.          Contracts, Arrangements or Understandings with Respect
to Voting Securities or Policyholder Proxies of the Insurer
(a)        Give a description of any contracts, arrangements or
understandings with respect to any voting security or policyholder proxy of the
insurer in which the acquiring party, its affiliates or any persons listed in
Item 3 are 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.
(b)        Copies of all tender offers for, request or invitations for
tenders of, exchange offers for, and agreements to acquire or exchange any
voting securities of the insurer, and (if distributed) of additional related soliciting
material, shall be filed as exhibits.
ITEM 9.          Recent Acquisition of Voting Securities or Policyholders
Proxies
Describe any
acquisition of any voting securities or control of policyholder's proxies of
the insurer during the 12 calendar months preceding the filing of this
Statement by the acquiring party, its affiliates or any person listed in Item
3.  Include in the description the dates of purchase acquisition, the names of
the acquirers, and the consideration paid or agreed to be paid.
ITEM 10
oxies
Describe any
acquisition of any voting securities or control of policyholder's proxies of
the insurer during the 12 calendar months preceding the filing of this
Statement by the acquiring party, its affiliates or any person listed in Item
3.  Include in the description the dates of purchase acquisition, the names of
the acquirers, and the consideration paid or agreed to be paid.
ITEM 10.        Recent Recommendations to Acquire
Describe any
recommendations to purchase any voting security or policyholder's proxies of
the insurer made during the 12 calendar months preceding the filing of this
statement by the acquiring party, its affiliates or any person listed in Item
3, or by anyone based upon interviews or at the suggestion of the acquiring
party, its affiliates or any person listed in Item 3.
ITEM 11.        Agreements with Brokers-Dealers
Describe the
terms of any agreement, contract or understanding made with any broker-dealer
as to solicitation of voting securities of the insurer for tender, and the
amount of any fees, commissions or other compensation to be paid to
broker-dealers with regard to the solicitation.
ITEM 12.        Financial
Statements and Exhibits
(a)        Financial
statements, exhibits and three-year financial projections of the insurers shall
be attached to this statement as an appendix, but list under this item the
financial statements and exhibits so attached.  However, when an individual as
the acquiring party must file financial information, that information need not
be delivered to the domestic company, but shall be physically available at a
hearing proceeding.
hibits and three-year financial projections of the insurers shall
be attached to this statement as an appendix, but list under this item the
financial statements and exhibits so attached.  However, when an individual as
the acquiring party must file financial information, that information need not
be delivered to the domestic company, but shall be physically available at a
hearing proceeding.
(b)        The
financial statements shall include the annual financial statements of the
persons identified in Item 2(a) for the preceding five fiscal years (or for
such lesser period as the applicant and its affiliates and any predecessors
shall have been in existence), and similar unaudited information as of a date
not earlier than 90 days prior to the filing of the statement.  The statements
may be prepared on either an individual basis, or, unless the Director
otherwise requires, on a consolidated basis if consolidated statements are
prepared in the usual course of business.
The annual
financial statements of the applicant shall be accompanied by the certificate
of an independent public accountant to the effect that those statements present
fairly the financial position of the applicant and the results of its
operations for the year then ended, in conformity with generally accepted
accounting principles or with requirements of insurance or other accounting
principles prescribed or permitted under law.  If the applicant is an insurer that
is actively engaged in the business of insurance, the financial statements need
not be certified, provided they are based on the Annual Statement of the person
filed with the insurance department of the person's domiciliary state and are
in accordance with the requirements of insurance or other accounting principles
prescribed or permitted under the laws and regulations of that state.
ITEM 13
is actively engaged in the business of insurance, the financial statements need
not be certified, provided they are based on the Annual Statement of the person
filed with the insurance department of the person's domiciliary state and are
in accordance with the requirements of insurance or other accounting principles
prescribed or permitted under the laws and regulations of that state.
ITEM 13.        Licensing Requirements
Describe how
the domestic company would 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 after the change of control.
ITEM 14.        Effect of Change of Control Upon Competition
Describe how
the effect of the change of control would not substantially lessen competition
or tend to create a monopoly in insurance in Illinois. Refer to the competitive
standards as set forth in Section 131.12a(4) of the Insurance Code.  If these
standards would apply, provide information outlined in 50 Ill. Adm. Code 653.Illustration
A.  The optional expert opinion referred to in Part 653 is also optional under
this Part.
ITEM 15.        Financial Stability
Briefly
outline the financial condition of each acquiring party to demonstrate that the
financial condition would not jeopardize the financial stability of the domestic
company or the interest of its policyholders. For purposes of this Item, each
acquiring party shall submit information regarding its financial condition as
affecting the financial stability of a domestic insurer when a corporate
officer could reasonably believe that the fiscal integrity of the domestic
insurer would be affected by the financial condition of the acquiring party.
ITEM 16.        Reasonableness of the Terms
Provide a
statement that specifies the method by which the fairness of the terms of the
offer, request, invitation, agreement or acquisition in relationship to the
value of the domestic company was determined.
ITEM 17
sonably believe that the fiscal integrity of the domestic
insurer would be affected by the financial condition of the acquiring party.
ITEM 16.        Reasonableness of the Terms
Provide a
statement that specifies the method by which the fairness of the terms of the
offer, request, invitation, agreement or acquisition in relationship to the
value of the domestic company was determined.
ITEM 17.        Plans for Material Change in the Domestic Company
Briefly
outline facts that would tend to show that the plans or proposals that the
acquiring party has to liquidate the domestic company, 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 fair and reasonable
to the policyholders of the domestic company.  Briefly outline any intended
business relationship between the company to be acquired and the acquiring
party or any affiliate of the acquiring party.  For purposes of this Item, a
change in business operations or corporate structure or management shall be
deemed material when it is likely that a reasonable corporate officer would
attach importance to the change considering the overall impact of the change on
the corporation.
ITEM 18.        Qualifications of the Managing Persons
Briefly
describe the competence, experience and integrity of those persons who would
manage the operation of the domestic company so as to show that the change of
control would not be adverse to the policyholders of the domestic company and
of the insurance buying public.
ITEM 19.        Statement
that Enterprise Risk Management Information Will Be Provided
After the
acquisition of control occurs, the applicant shall agree to provide the annual
report specified in Section 131.14b of the Code.
ITEM 20.        Signature
and Certification
Signature and
Certification shall be in the following form:
Pursuant to the requirements
of Section 131.5 of the Illinois Insurance Code and 50 Ill. Adm
that Enterprise Risk Management Information Will Be Provided
After the
acquisition of control occurs, the applicant shall agree to provide the annual
report specified in Section 131.14b of the Code.
ITEM 20.        Signature
and Certification
Signature and
Certification shall be in the following form:
Pursuant to the requirements
of Section 131.5 of the Illinois Insurance Code and 50 Ill. Adm.
Code 651,
has caused this application to
be duly signed
Name of Applicant
on its
behalf in the City of
and State
of
,
on the
day of
,
20
.
Name of Applicant
BY
(Name)
(Title)
Attest:
(Signature of Officer)
(Title)
CERTIFICATION
The undersigned deposes and
says that the undersigned had duly executed the attached application
dated
,  20
, for and
on behalf of
,
(Name of Applicant)
that
the undersigned is the
of that
company, and that the undersigned
(Title of Officer)
is authorized
to execute and file the application. Deponent further acknowledges familiarity with
the application and the contents of the application, and that the facts in the
application are true to the best of the undersigned's knowledge, information
and belief.
Signature
(Type
or Print Name Beneath)

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