Subchapter A. GENERAL PROVISIONS
Sec.
21.1. Definitions.
21.2. Securities held of record.
21.3. Transactions exempted by time.§ 21.1. Definitions.
The following words and terms, when used in this chapter, have the following meanings, unless the context clearly indicates otherwise:
Act—The Insurance Company Law of 1921 (40 P. S. § 361 et seq.).
Class—All securities of an insurer which are of substantially similar character, and the holders of which enjoy substantially similar rights and privileges.
Department—The Insurance Department of the Commonwealth.
Equity security—Any stock or similar security, or any voting trust certificate or certificate of deposit for such a security. The term includes any security with or without consideration, which is convertible into a stock or similar security, or carrying any warrant or right to subscribe to or purchase such a security, or any such warrant or right.
Insurer—Any domestic stock insurance company with an equity security subject to the provisions of section 302.1 of act of May 17, 1921 (P. L. 682) (40 P. S. § 422.1), and not exempt under these provisions.
Officer—A president, vice president, treasurer, actuary, secretary, controller or any other person who performs for the insurer functions corresponding to those performed by such officers.
Securities held of record—For the purpose of determining whether the equity securities of an insurer are held of record by 100 or more persons, securities shall be deemed to be ‘‘held of record’’ by each person who is identified as the owner of such securities on records of security holders maintained by or on behalf of the insurer, subject to § 21.2 (relating to securities held of record).
Cross References This section cited in 31 Pa. Code § 21.22 (relating to certain stock options and acquisitions).
§ 21.2. Securities held of record.
(a) Securities held of record shall be subject to all of the following:
(1) In any case where the records of security holders have not been maintained in accordance with accepted practice, any additional person who would be identified as an owner on such records if the records had been maintained in accordance with accepted practice shall be included as a holder of record.
(2) Securities identified as held of record by a corporation, a partnership, a trust, whether or not the trustees are named, or any other organizations shall be included as held by one person.
(3) Securities identified as held of record by one or more persons as trustees, executors, guardians, custodians or in other fiduciary capacities with respect to a single trust, estate or account shall be included as held of record by one person.
(4) Securities held by two or more persons as co-owners shall be included as held by one person.
(5) Each outstanding unregistered or bearer certificate shall be included as held of record by a separate person, except to the extent that the insurer can establish that if the securities were registered they would be held of record, under this chapter, by a lesser number of persons.
(6) Securities registered in substantially similar names, where the insurer has reason to believe because of the address or other indications that the names represent the same person, may be included as held of record by one person.
(b) Notwithstanding subsection (a), the following additional requirements shall apply to securities held of record:
(1) Securities held, to the knowledge of the insurer, subject to a voting trust, deposit agreement, or similar arrangement shall be included as held of record by the record holders of the voting trust certificates, certificates of deposit, receipts or similar evidences of interest in these securities. The insurer may rely in good faith on whatever information is received in response to its request from a nonaffiliated insurer of the certificates or evidences of interest.
(2) If the insurer knows or has reason to know that the form of holding securities of record is used primarily to circumvent the act the beneficial owners of the securities shall be deemed to be the record owners thereof.
Cross References This section cited in 31 Pa. Code § 21.1 (relating to definitions).
§ 21.3. Transactions exempted by time.
Any acquisition or disposition or any equity security by a director or officer of an insurer within 6 months prior to the date on which the act first becomes applicable with respect to such insurer’s equity securities, shall not be subject to the operation of section 302.1(2) of the act (40 P. S. § 422.1(2)).
No part of the information on this site may be reproduced for profit or sold for profit.
This material has been drawn directly from the official Pennsylvania Code full text database. Due to the limitations of HTML or differences in display capabilities of different browsers, this version may differ slightly from the official printed version.
