Florida Senate - 2007                        SENATOR AMENDMENT
    Bill No. SB 562
                        Barcode 674080
                            CHAMBER ACTION
              Senate                               House
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 3         Floor: 2/AD/3R          .                    
       03/29/2007 02:27 PM         .                    
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11  Senator Alexander moved the following amendment:
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13         Senate Amendment (with title amendment) 
14         On page 1, line 10,
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16  insert:  
17         Section 1.  Subsections (1) and (2) of section 628.461,
18  Florida Statutes, are amended to read:
19         628.461  Acquisition of controlling stock.--
20         (1)  A No person may not shall, individually or in
21  conjunction with any affiliated person of such person, acquire
22  directly or indirectly, conclude a tender offer or exchange
23  offer for, enter into any agreement to exchange securities
24  for, or otherwise finally acquire 5 percent or more of, the
25  outstanding voting securities of a domestic stock insurer or
26  of a controlling company, unless:
27         (a)  The person or affiliated person has filed with the
28  office and sent to the insurer and controlling company a
29  letter of notification regarding the transaction or proposed
30  transaction statement as specified in subsection (3) no later
31  than 5 days after any form of tender offer or exchange offer
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    1:47 PM   03/29/07                               s0562c-17-t02

Florida Senate - 2007 SENATOR AMENDMENT Bill No. SB 562 Barcode 674080 1 is proposed, or no later than 5 days after the acquisition of 2 the securities if no tender offer or exchange offer is 3 involved. The notification must be provided on forms 4 prescribed by the commission containing information determined 5 necessary to understand the transaction and identify all 6 purchasers and owners involved; and 7 (b) Has filed with the office a statement as specified 8 in subsection (3). The statement must be completed and filed 9 within 30 days after: 10 1. Any definitive acquisition agreement is entered; 11 2. Any form of tender offer or exchange offer is 12 proposed; or 13 3. The acquisition of the securities, if no definitive 14 acquisition agreement, tender offer, or exchange offer is 15 involved; and 16 (c)(b) The office has approved the tender or exchange 17 offer, or acquisition if no tender offer or exchange offer is 18 involved, and approval is in effect. 19 20 In lieu of a filing as required under this subsection, a party 21 acquiring less than 10 percent of the outstanding voting 22 securities of an insurer may file a disclaimer of affiliation 23 and control. The disclaimer shall fully disclose all material 24 relationships and basis for affiliation between the person and 25 the insurer as well as the basis for disclaiming the 26 affiliation and control. After a disclaimer has been filed, 27 the insurer shall be relieved of any duty to register or 28 report under this section which may arise out of the insurer's 29 relationship with the person unless and until the office 30 disallows the disclaimer. The office shall disallow a 31 disclaimer only after furnishing all parties in interest with 2 1:47 PM 03/29/07 s0562c-17-t02
Florida Senate - 2007 SENATOR AMENDMENT Bill No. SB 562 Barcode 674080 1 notice and opportunity to be heard and after making specific 2 findings of fact to support the disallowance. A filing as 3 required under this subsection must be made as to any 4 acquisition that equals or exceeds 10 percent of the 5 outstanding voting securities. 6 (2) This section does not apply to any acquisition of 7 voting securities of a domestic stock insurer or of a 8 controlling company by any person who, on July 1, 1976, is the 9 owner of a majority of such voting securities or who, on or 10 after July 1, 1976, becomes the owner of a majority of such 11 voting securities with the approval of the office under 12 pursuant to this section. The person or affiliated person 13 filing the notice required by paragraph (1)(a) may request, in 14 writing, the office to waive the requirements of paragraph 15 (1)(b) if there is no change in the ultimate controlling 16 shareholder or ownership percentages of the ultimate 17 controlling shareholders and no unaffiliated parties acquire 18 any direct or indirect interest in the insurer. The office may 19 waive the filing if it determines that in fact there is no 20 change in the ultimate controlling shareholder or ownership 21 percentages of the ultimate controlling shareholders and no 22 unaffiliated parties will acquire any direct or indirect 23 interest in the insurer. 24 Section 2. Subsections (2) and (3) of section 25 628.4615, Florida Statutes, are amended to read: 26 628.4615 Specialty insurers; acquisition of 27 controlling stock, ownership interest, assets, or control; 28 merger or consolidation.-- 29 (2) A No person may not shall, individually or in 30 conjunction with any affiliated person of such person, 31 directly or indirectly, conclude a tender offer or exchange 3 1:47 PM 03/29/07 s0562c-17-t02
Florida Senate - 2007 SENATOR AMENDMENT Bill No. SB 562 Barcode 674080 1 offer for, enter into any agreement to exchange securities 2 for, or otherwise finally acquire, 10 percent or more of the 3 outstanding voting securities of a specialty insurer which is 4 a stock corporation or of a controlling company of a specialty 5 insurer which is a stock corporation; or conclude an 6 acquisition of, or otherwise finally acquire, 10 percent or 7 more of the ownership interest of a specialty insurer which is 8 not a stock corporation or of a controlling company of a 9 specialty insurer which is not a stock corporation, unless: 10 (a) The person or affiliated person has filed with the 11 office and sent by registered mail to the principal office of 12 the specialty insurer and controlling company a letter of 13 notification regarding the transaction or proposed transaction 14 an application, signed under oath and prepared on forms 15 prescribed by the commission, that contains the information 16 specified in subsection (4) no later than 5 days after any 17 form of tender offer or exchange offer is proposed, or no 18 later than 5 days after the acquisition of the securities or 19 ownership interest if no tender offer or exchange offer is 20 involved. The notification must be provided on forms 21 prescribed by the commission containing information determined 22 necessary to understand the transaction and identify all 23 purchasers and owners involved; 24 (b) Has filed with the office an application signed 25 under oath and prepared on forms prescribed by the commission 26 which contains the information specified in subsection (4). 27 The application must be completed and filed within 30 days 28 after any form of tender offer or exchange offer is proposed, 29 or after the acquisition of the securities if no tender offer 30 or exchange offer is involved; and 31 (c)(b) The office has approved the tender offer or 4 1:47 PM 03/29/07 s0562c-17-t02
Florida Senate - 2007 SENATOR AMENDMENT Bill No. SB 562 Barcode 674080 1 exchange offer, or acquisition if no tender offer or exchange 2 offer is involved. 3 (3) This section does not apply to any acquisition of 4 voting securities or ownership interest of a specialty insurer 5 or of a controlling company by any person who, on July 9, 6 1986, is the owner of a majority of such voting securities or 7 ownership interest or who, on or after July 9, 1986, becomes 8 the owner of a majority of such voting securities or ownership 9 interest with the approval of the office under pursuant to 10 this section. The person or affiliated person filing the 11 required notice in paragraph (2)(a) may request the office to 12 waive the requirements of paragraph (2)(b) if there is no 13 change in the ultimate controlling shareholder or ownership 14 percentages of the ultimate controlling shareholders and no 15 unaffiliated parties acquire any direct or indirect interest 16 in the specialty insurer. The office may waive the filing if 17 it determines that in fact there is no change in the ultimate 18 controlling shareholder or ownership percentages of the 19 ultimate controlling shareholders and no unaffiliated parties 20 will acquire any direct or indirect interest in the specialty 21 insurer. 22 23 (Redesignate subsequent sections.) 24 25 26 ================ T I T L E A M E N D M E N T =============== 27 And the title is amended as follows: 28 On page 1, line 3, after the first semicolon, 29 30 insert: 31 amending s. 628.461, F.S.; revising notice and 5 1:47 PM 03/29/07 s0562c-17-t02
Florida Senate - 2007 SENATOR AMENDMENT Bill No. SB 562 Barcode 674080 1 filing requirements and providing additional 2 grounds for exemption from provisions relating 3 to acquisition of controlling stock; amending 4 s. 628.4615, F.S.; revising notice and filing 5 requirements and providing additional grounds 6 for exemption from provisions relating to 7 acquisition of controlling stock in a specialty 8 insurer; 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 6 1:47 PM 03/29/07 s0562c-17-t02