Subchapter F. REQUIRED INFORMATION FOR SCHEDULES A AND B
SCHEDULE A Sec.
23.71. Revocability of proxy—Item 1.
23.72. Rights of appraisal of dissenters—Item 2.
23.73. Persons making solicitations not subject to election contestsprovisions—Item 3.
23.74. Interest of certain persons to be acted upon—Item 4.
23.75. Voting securities—Item 5.
23.76. Nominees and directors—Item 6.
23.77. Remuneration and other transactions—Item 7.
23.78. Bonus, profit-sharing, and other remuneration plans—Item 8.
23.79. Pension and retirement plans—Item 9.
23.80. Options, warrants, or rights—Item 10.
23.81. Authorization or issuance of securities—Item 11.
23.82. Mergers, consolidations, acquisitions, and similar matters—Item 12.
23.83. Restatement of accounts—Item 13.
23.84. Matters not required to be submitted—Item 14.
23.85. Amendment of charter, bylaws, and other documents—Item 15.
SCHEDULE B
23.91. Coverage.
23.92. Insurer—Item 1.
23.93. Identity and background—Item 2.
23.94. Interest in securities of the insurer—Item 3.
23.95. Other matters generally—Item 4.
23.96. Signature.
Cross References This Subchapter cited in 31 Pa. Code § 23.4 (relating to illegal solicitations); 31 Pa. Code § 23.21 (relating to required information prior to solicitations); 31 Pa. Code § 23.24 (relating to information statement to security holders); 31 Pa. Code § 23.61 (relating to duplicate information); 31 Pa. Code § 23.62 (relating to reports subsequent to solicitation); 31 Pa. Code § 23.63 (relating to opposition solicitation); 31 Pa. Code § 23.64 (relating to information as to additional participants); and 31 Pa. Code § 23.67 (relating to solicitations prior to written proxy statements).
SCHEDULE A
§ 23.71. Revocability of proxy—Item 1.
It shall be stated whether or not the person giving the proxy has the power to revoke it. If the right of revocation before the proxy is exercised is limited or is subject to compliance with any formal procedure, the limitation or procedure shall be briefly described.
§ 23.72. Rights of appraisal of dissenters—Item 2.
Rights of appraisal or similar rights of dissenting security holders shall be outlined briefly with respect to any matter to be acted upon, and any statutory procedure required to be followed by the security holders in order to perfect their rights shall be indicated. If such rights may be exercised only within a limited time after the date of the adoption of a proposal, the filing of a charter amendment, or some other similar act, it shall be stated whether the person solicited will be notified of that date.
§ 23.73. Persons making solicitations not subject to election contests provisions—Item 3.
(a) For persons making solicitations not subject to Subchapter E (relating to election contests), it shall be stated whether the solicitation is made by the management of the insurer. The name of any director of the insurer who has informed the management in writing that he intends to oppose any action intended to be taken by the management shall be stated. The action which he intends to oppose shall also be indicated.
(b) If the solicitation is made by other than the management of the insurer, the names and addresses of the persons by whom and on whose behalf it is made, as well as the names and addresses of the persons by whom the cost of solicitation has been or will be borne, directly or indirectly, shall be stated.
(c) If the solicitation is to be made by specially engaged employes or paid solicitors, the following information shall be stated:
(1) The material features of any contract or arrangement for the solicitation and identification of the parties.
(2) The cost or anticipated cost thereof.
§ 23.74. Interest of certain persons to be acted upon—Item 4.
Any substantial interest, whether direct or indirect, shall be described briefly as to security holdings or otherwise if held by a director, nominees for election to director, or officers and, if the solicitation is made other than on behalf of management, as to each person on whose behalf the solicitation is made in any matter to be voted on, other than elections to office.
§ 23.75. Voting securities—Item 5.
(a) The number of shares outstanding and the number of votes to which each class is entitled shall be stated as to each class of voting securities of the insurer entitled to be voted at the meeting.
(b) The date of determination of the record list of security holders entitled to vote shall be stated. If the right to vote is not limited to security holders of record on that date, the conditions under which other security holders may be entitled to vote shall be indicated.
(c) If action is to be taken with respect to the election of directors and if the persons solicited have cumulative voting rights, a statement shall be made that they have those rights, and a brief statement as to the conditions precedent to the exercise of the cumulative voting rights.
§ 23.76. Nominees and directors—Item 6.
If action is to be taken with respect to the election of directors, all of the following information shall be given, in tabular form to the extent practicable, with respect to each person nominated for election as a director and every other person whose term of office as a director will continue after the meeting:
(1) The name of each such person, the date when his term of office or the term of office for which he is a nominee will expire, and all other positions and offices with the insurer presently held by him, as well as the names of those persons who are nominees for election as directors at the meeting.
(2) The present principal occupation or employment of such person and the name and principal business of any corporation or other organization in which his employment is carried on. Similar information shall be furnished as to all of his principal occupations or employments during the last five years, unless at present he is a director and was elected to his present term of office by a vote of security holders at a meeting for which proxies were solicited under the provisions of this chapter.
(3) If the person is or has been a director for the insurer, the period or periods during which he served as director.
(4) As of the most recent practicable date, the approximate amount of each class of equity securities of the insurer or any of its parents, subsidiaries, or affiliates, other than directors’ qualifying shares owned beneficially, either directly or indirectly, by the person in question. If he is not the beneficial owner of the stated securities, a statement shall be made to that effect.
§ 23.77. Remuneration and other transactions—Item 7.
(a) Information shall be furnished as reported or required in Item 1 of Schedule SIS, as promulgated by the National Association of Insurance Commissioners, under the heading ‘‘Information Regarding Management and Directors,’’ if action is to be taken with respect to any of the following:
(1) The election of directors.
(2) Any remuneration plan, contract, or arrangement in which any director, nominee for election as a director, or officer of the insurer will participate.
(3) Any pension or retirement plan in which any such person will participate.
(4) The granting or extension to any such person of any options, warrants, or rights to purchase any securities, other than warrants or rights issued to security holders as such on a pro rata basis.
(b) If the solicitation is made on behalf of persons other than the management, information shall be furnished only as to Item 1-A of the heading in Schedule SIS indicated in subsection (a) of this section.
Cross References This section cited in 31 Pa. Code § 23.78 (relating to bonus, profit-sharing, and other remuneration plans—Item 8); 31 Pa. Code § 23.79 (relating to pension and retirement plans—Item 9); and 31 Pa. Code § 23.80 (relating to options, warrants, or rights—Item 10).
§ 23.78. Bonus, profit-sharing, and other remuneration plans—Item 8.
If action is to be taken with respect to any bonus, profit-sharing, or other remuneration plan of the insurer, all of the following information shall be furnished:
(1) A brief description of the material features of the plan, each class of persons who will participate in the plan, the approximate number of persons in each class, and the basis of their participation.
(2) The amounts which would have been distributable to the following people under the plan during the last calendar year:
(i) Each person named in Item 7 of Schedule A, as described in § 23.77 (relating to remuneration and other transactions—Item 7).
(ii) All directors and officers as a group.
(iii) All other employes as a group, if the plan had been in effect.
(3) If the plan to be acted upon may be amended (other than by a vote of security holders) in a manner which would materially increase its cost to the insurer or to materially alter the allocation of the benefits as between the groups specified in paragraph (2), the nature of the amendments shall be specified.
§ 23.79. Pension and retirement plans—Item 9.
If action is to be taken with respect to any pension or retirement plan of the insurer, the following information shall be furnished:
(1) A brief description of the material features of the plan, each class of persons who will participate in the plan, the approximate number of persons in each class, and the basis of their participation. Such description shall include all of the following:
(i) The approximate total amount necessary to fund the plan with respect to past services, the period over which the amount is to be paid, and the estimated annual payments necessary to pay the total amount over that period.
(ii) The estimated annual payment to be made with respect to current services.
(iii) The amount of the annual payments to be made for the benefit of each person named in Item 7 of Schedule A, as described in § 23.77 (relating to remuneration and other transactions—Item 7), directors and officers as a group, and employes as a group.
(2) If the plan to be acted upon may be amended (other than by a vote of security holders) in a manner which would materially increase its cost to the insurer or to materially alter the allocation of the benefits as between the groups as specified in paragraph (1)(iii) the nature of the amendments shall be specified.
§ 23.80. Options, warrants, or rights—Item 10.
(a) When used in this section, the term ‘‘warrants’’ means any options, warrants or rights.
(b) If action is to be taken with respect to the granting or extension of any warrants to purchase securities of the insurer or any subsidiary or affiliate, other than warrants issued to all security holders on a pro rata basis, all of the following information shall be furnished:
(1) The title and amount of securities called for or to be called for, as well as the prices, expiration dates, and other material conditions upon which the warrants may be exercised, the consideration received or to be received by the insurer, subsidiary, or affiliate for the granting or extension of the warrants, and the market value of the securities called for or to be called for by the warrants as of the latest practicable date.
(2) If known, the total amount of securities called for or to be called for by warrants received or to be received by the following persons, naming each person:
(i) Each person named in Item 7 of Schedule A, as described in § 23.77 (relating to remuneration and other transactions—Item 7).
(ii) Each other person who will be entitled to acquire 5.0% or more of the securities called for or to be called for by the warrants.
(3) If known, the total amount of securities called for or to be called for by such warrants, received or to be received by all directors and officers of the company as a group and all employes, without naming them.
§ 23.81. Authorization or issuance of securities—Item 11.
(a) If action is to be taken with respect to the authorization or issuance of any securities of the insurer, the title, amount and description of the securities to be authorized or issued shall be furnished.
(b) If the securities are other than additional shares of common stock of a class outstanding, a brief summary of the following shall be furnished, if applicable:
(1) Dividend, voting, liquidation, preemptive, and conversion rights.
(2) Redemption and sinking fund provisions.
(3) Interest rate and date of maturity.
(c) If the securities to be authorized or issued are other than additional shares of common stock of a class outstanding, the Insurance Department may require financial statements comparable to those contained in the annual report.
§ 23.82. Mergers, consolidations, acquisitions, and similar matters—Item 12.
(a) If action is to be taken with respect to a merger, consolidation, acquisition, or any similar matter, all of the following information shall be furnished in brief outline form:
(1) The rights of appraisal or similar rights of dissenters with respect to any matters to be acted upon. The procedures required to be followed by dissenting security holders in order to perfect such rights shall be indicated.
(2) The material features of the plan or agreement.
(3) The business done by the company to be acquired or whose assets are being acquired.
(4) If available, the high and low sales prices for each quarterly period within 2 years.
(5) The percentage of outstanding shares which must approve the transaction before it is consummated.
(b) For each company involved in a merger, consolidation, or acquisition, the following financial statements shall be furnished:
(1) A comparative balance sheet as of the close of the last two fiscal years.
(2) A comparative statement of operating income and expenses for each of the last 2 fiscal years and, as a continuation of each statement, a statement of earnings per share after related taxes and cash dividends paid per share.
(3) A pro forma combined balance sheet and income and expenses statement for the last fiscal year giving effect to the necessary adjustments with respect to the resulting company.
§ 23.83. Restatement of accounts—Item 13.
If action is to be taken with respect to the restatement of an asset, capital, or surplus account of the insurer, all of the following information shall be furnished:
(1) The nature of the restatement and the date on which it is to be effective.
(2) A brief outline of the reasons for the restatement and for the selection of the particular effective date.
(3) The name and amount of each account effected by the restatement and the effect of the restatement thereon.
§ 23.84. Matters not required to be submitted—Item 14.
If action is to be taken with respect to any matter which is not required to be submitted to a vote of security holders, the nature of the matter shall be stated, as well as the reason for submitting it to a vote of security holders and the action intended to be taken by the management in the event of a negative vote on the matter by the security holders.
§ 23.85. Amendment of charter, bylaws, and other documents—Item 15.
If action is to be taken with respect to any amendment of the charter, bylaws, or other documents of the insurer, the reasons for and general effect of such an amendment, as well as the vote needed for its approval, shall be stated briefly.
SCHEDULE B
§ 23.91. Coverage.
Schedule B shall deal with information to be included in statements to be filed by or on behalf of a participant (other than the insurer) in a proxy solicitation in an election contest.
§ 23.92. Insurer—Item 1.
The name and address of the insurer shall be stated.
§ 23.93. Identity and background—Item 2.
(a) All of the following information shall be stated:
(1) The name and business address.
(2) The present principal occupation or employment and the name, principal business, and address of any corporation or other organization in which such employment is carried on.
(3) The residence address.
(4) Information as to all material occupations, positions, offices or employments during the last 10 years, giving the starting and ending dates of each and the name, principal business, and address of any business corporation or other business organization in which each occupation, position, office or employment was carried on.
(b) A statement shall be furnished as to whether the person filling out the form is or has been a participant in any other proxy contest involving the company of employment or any other companies within the past 10 years. If so, the principals, the subject matter, the person’s relationship to the parties, and the outcome shall be stated.
(c) A statement shall be included of any convictions in a criminal proceeding during the past 10 years (excluding traffic violations or similar misdemeanors). If any, the dates, nature of the conviction, the name and location of the court, and the penalty or other disposition of the case shall be stated. If there have been no convictions, such fact need not be stated in the proxy statement or other party soliciting material.
§ 23.94. Interest in securities of the insurer—Item 3.
(a) The amount of each class of the securities of the insurer owned by the person filling out the form, either beneficially, directly or indirectly, shall be stated.
(b) The amount of each class of securities of the insurer owned of record but not beneficially shall be stated.
(c) As to all securities of the insurer purchased or sold within the past two years, the dates on which they were purchased or sold and the amount purchased or sold on each date shall be stated.
(d) If any part of the purchase price or market value of any of the securities specified in subsection (c) is represented by funds borrowed or otherwise obtained for the purpose of acquiring or holding such securities, that fact shall be stated as well as the amount of the indebtedness as of the latest practicable date. If the funds were borrowed or obtained in any other way than by a margin account or bank loan in the regular course of business of a bank, broker, or dealer, the transaction shall be briefly described and the names of the parties shall be stated.
(e) The person filling out the form shall state whether he is a party to any contracts, arrangements, or understandings with any person with respect to any securities of the insurer, including but not limited to joint ventures, loan or option arrangements, puts or calls, guarantees against losses or guarantees of profits, division of losses or profits, or the giving or withholding of proxies. The persons with whom such contracts, arrangements, or understandings exist and the details shall be stated.
(f) The person filling out the form shall state the amount of the insurer’s securities owned beneficially either directly or indirectly, by each of his associates, and the name and address of each associate.
(g) The amount of securities of each class shall be stated if owned by any parent, subsidiary, or affiliate of the insurer, but which the person filling out the form owns beneficially, whether directly or indirectly.
§ 23.95. Other matters generally—Item 4.
All of the following information shall be stated, relevant to the person to whom Schedule B pertains:
(1) A description of the time and circumstances under which that person became a participant in the solicitation, as well as the nature and extent of his activities or proposed activities as a participant.
(2) A brief description and, if practicable, a statement of the approximate amount of any material interest, whether direct or indirect, of the person and his associates in any material transactions since the beginning of the company’s last fiscal year, or in any material proposed transactions to which the company or any of its subsidiaries or affiliates was or is to be a party.
(3) A statement as to whether the person or any of his associates have any arrangement or understanding with any person with respect to any future employment by the insurer or its subsidiaries or affiliates or with respect to any future transactions to which the insurer or any of its subsidiaries or affiliates will or may be a party. A description of any such arrangement or understanding and a statement of the names of the parties thereto shall be included.
§ 23.96. Signature.
The statement shall be dated and signed in the following manner:
‘‘I certify that the statements made in this statement are true, complete, and correct, to the best of my knowledge and belief.’’
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