Amendment
Bill No. 0115

Amendment No. 845137

CHAMBER ACTION
Senate		House
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1	Representative(s) Grant offered the following:
2
3	Substitute Amendment for Amendment (689129) (with title
4	amendment)
5	Between lines 9 and 10, insert:
6	Section 1.  Subsections (1) and (2) of section 628.461,
7	Florida Statutes, are amended to read:
8	628.461  Acquisition of controlling stock.--
9	(1)  No person shall, individually or in conjunction with
10	any affiliated person of such person, acquire directly or
11	indirectly, conclude a tender offer or exchange offer for, enter
12	into any agreement to exchange securities for, or otherwise
13	finally acquire 5 percent or more of, the outstanding voting
14	securities of a domestic stock insurer or of a controlling
15	company, unless:
16	(a)  The person or affiliated person has filed with the
17	office:
18	1.  And sent to the insurer and controlling company a
19	letter of notification relating to the transaction or proposed
20	transaction statement as specified in subsection (3) no later
21	than 5 days after any form of tender offer or exchange offer is
22	proposed, or no later than 5 days after the acquisition of the
23	securities if no tender offer or exchange offer is involved.
24	Such notification shall be provided on forms prescribed by the
25	commission containing information deemed necessary to understand
26	the transaction and identify all purchasers and owners involved;
27	and
28	2.  A statement as specified in subsection (3). Such
29	statement shall be completed and filed within 30 days after any
30	definitive acquisition agreement is entered into, any form of
31	tender offer or exchange offer is proposed, or the securities
32	are acquired if no definitive acquisition agreement, tender
33	offer, or exchange offer is involved; and
34	(b)  The office has approved the tender or exchange offer,
35	or acquisition if no tender offer or exchange offer is involved,
36	and approval is in effect.
37
38	In lieu of a filing as required under this subsection, a party
39	acquiring less than 10 percent of the outstanding voting
40	securities of an insurer may file a disclaimer of affiliation
41	and control. The disclaimer shall fully disclose all material
42	relationships and basis for affiliation between the person and
43	the insurer as well as the basis for disclaiming the affiliation
44	and control. After a disclaimer has been filed, the insurer
45	shall be relieved of any duty to register or report under this
46	section which may arise out of the insurer's relationship with
47	the person unless and until the office disallows the disclaimer.
48	The office shall disallow a disclaimer only after furnishing all
49	parties in interest with notice and opportunity to be heard and
50	after making specific findings of fact to support the
51	disallowance. A filing as required under this subsection must be
52	made as to any acquisition that equals or exceeds 10 percent of
53	the outstanding voting securities.
54	(2)  This section does not apply to any acquisition of
55	voting securities of a domestic stock insurer or of a
56	controlling company by any person who, on July 1, 1976, is the
57	owner of a majority of such voting securities or who, on or
58	after July 1, 1976, becomes the owner of a majority of such
59	voting securities with the approval of the office pursuant to
60	this section. The person or affiliated person filing the notice
61	required in subparagraph (1)(a)1. may request, in writing, the
62	office to waive the requirements of subparagraph (1)(a)2. if
63	there is no change in the ultimate controlling shareholder or
64	ownership percentages of the ultimate controlling shareholders
65	and no unaffiliated parties acquire any direct or indirect
66	interest in the insurer. The office may waive such filing if the
67	office determines that in fact there is no change in the
68	ultimate controlling shareholder or ownership percentages of the
69	ultimate controlling shareholders and no unaffiliated parties
70	acquire any direct or indirect interest in the insurer.
71	Section 2.  Subsections (2) and (3) of section 628.4615,
72	Florida Statutes, are amended to read:
73	628.4615  Specialty insurers; acquisition of controlling
74	stock, ownership interest, assets, or control; merger or
75	consolidation.--
76	(2)  No person shall, individually or in conjunction with
77	any affiliated person of such person, directly or indirectly,
78	conclude a tender offer or exchange offer for, enter into any
79	agreement to exchange securities for, or otherwise finally
80	acquire, 10 percent or more of the outstanding voting securities
81	of a specialty insurer which is a stock corporation or of a
82	controlling company of a specialty insurer which is a stock
83	corporation; or conclude an acquisition of, or otherwise finally
84	acquire, 10 percent or more of the ownership interest of a
85	specialty insurer which is not a stock corporation or of a
86	controlling company of a specialty insurer which is not a stock
87	corporation, unless:
88	(a)  The person or affiliated person has filed with the
89	office:
90	1.  And sent by registered mail to the principal office of
91	the specialty insurer and controlling company a letter of
92	notification relating to the transaction or proposed transaction
93	an application, signed under oath and prepared on forms
94	prescribed by the commission, that contains the information
95	specified in subsection (4) no later than 5 days after any form
96	of tender offer or exchange offer is proposed, or no later than
97	5 days after the acquisition of the securities or ownership
98	interest if no tender offer or exchange offer is involved. Such
99	notification shall be provided on forms prescribed by the
100	commission containing information deemed necessary to understand
101	the transaction and identify all purchasers and owners involved.
102	2.  An application, signed under oath and prepared on forms
103	prescribed by the commission, that contains the information
104	specified in subsection (4). The application shall be completed
105	and filed within 30 days after any form of tender offer or
106	exchange offer is proposed, or after the securities are acquired
107	if no tender offer or exchange offer is involved.
108	(b)  The office has approved the tender offer or exchange
109	offer, or acquisition if no tender offer or exchange offer is
110	involved.
111	(3)  This section does not apply to any acquisition of
112	voting securities or ownership interest of a specialty insurer
113	or of a controlling company by any person who, on July 9, 1986,
114	is the owner of a majority of such voting securities or
115	ownership interest or who, on or after July 9, 1986, becomes the
116	owner of a majority of such voting securities or ownership
117	interest with the approval of the office pursuant to this
118	section. The person or affiliated person filing the notice
119	required in subparagraph (2)(a)1. may request, in writing, the
120	office to waive the requirements of subparagraph (2)(a)2. if
121	there is no change in the ultimate controlling shareholder or
122	ownership percentages of the ultimate controlling shareholders
123	and no unaffiliated parties acquire any direct or indirect
124	interest in the specialty insurer. The office may waive such
125	filing if the office determines that in fact there is no change
126	in the ultimate controlling shareholder or ownership percentages
127	of the ultimate controlling shareholders and no unaffiliated
128	parties acquire any direct or indirect interest in the specialty
129	insurer.
130
131	======= T I T L E  A M E N D M E N T =======
132	Between lines 2 and 3, insert:
133	amending s. 628.461, F.S.; revising criteria for acquiring
134	controlling stock of a domestic insurer or controlling company;
135	revising criteria for nonapplication to certain acquisitions;
136	providing requirements and criteria for authorized waivers by
137	the Office of Insurance Regulation of certain requirements;
138	amending s. 628.4615, F.S.; revising criteria for acquiring
139	controlling stock of certain specialty insurers or controlling
140	companies; revising criteria for nonapplication to certain
141	acquisitions; providing requirements and criteria for authorized
142	waivers by the Office of Insurance Regulation of certain
143	requirements;

CODING: Words stricken are deletions; words underlined are additions.