Ga. Comp. R. & Regs. R. 120-2-7-.13 - Information to be Included in Statements Filed by or on Behalf of a Participant (Other Than the Insurer) in a Proxy Solicitation in an Election Contest
(1) Insurer. State
the name and address of the insurer.
(2) Identity and Background.
(a) state the following:
1. participant's name and business
address.
2. participant's 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.
(b) state the
following:
1. participant's residence
address.
2. information as to all
material occupations, positions, offices or employments during the last ten
years, giving starting and ending dates of each and the name, principal
business and address of any business corporation or other business organization
in which each such occupation, position, office or employment was carried
on.
(c) state whether or
not participant is or has been a participant in any other proxy contest
involving this company or other companies within the past ten years. If so,
identify the principals, the subject matter and participant's relationship to
the parties and the outcome.
(d)
state whether or not, during the past ten years, participant has been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors)
and, if so, give dates, nature of conviction, name and location of court, and
penalty imposed or other disposition of the case. A negative answer to this
requirement need not be included in the proxy statement or other proxy
soliciting material.
(3)
Interest in stock of the insurer.
(a) state
the amount of each class of securities of the insurer which participant owns
beneficially, directly or indirectly.
(b) state the amount of each class of
securities of the insurer which participant owns of record but not
beneficially.
(c) state, with
respect to all securities of the insurer, the amounts acquired 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.
(d) if any part of the purchase price or
market value of any of the securities specified in (c) is represented by funds
borrowed or otherwise obtained for the purpose of acquiring or holding such
securities, so state and indicate the amount of the indebtedness as of the
latest practicable date. If such funds were borrowed or obtained otherwise than
pursuant to a margin account or bank loan in the regular course of business of
a bank, broker or dealer, briefly describe the transaction, and state the names
of the parties.
(e) state whether
or not participant is a party to any contracts, arrangements or understandings
with any persons with respect to any securities of the insurer, including but
not limited to joint ventures, loan or option arrangements, puts or calls,
guarantees against loss or guarantees of profits, division of losses or
profits, or the giving or withholding of proxies. If so, name the persons with
whom such contracts, arrangements, or understandings exist and give the details
thereof.
(f) state the amount of
securities of the insurer owned beneficially, directly or indirectly, by each
of participant's associates and the name and address of each such
associate.
(g) state the amount of
each class of securities of any parent, subsidiary or affiliate of the insurer
which participant owns beneficially, directly or indirectly.
(4) Further Matters.
(a) describe the time and circumstances under
which participant became a participant in the solicitation and state the nature
and extent of participant's activities or proposed activities as a
participant.
(b) describe briefly,
and where practicable state the approximate amount of, any material interest,
direct or indirect, of participant and of each of participant's 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.
(c) state whether or not participant or any
of participant's associates have any arrangements or understanding with any
person:
1. with respect to any future
employment by the insurer or its subsidiaries or affiliates; or
2. with respect to any future transactions to
which the insurer or any of its subsidiaries or affiliates will or may be a
party. If so, describe such arrangement or understanding and state the names of
the parties thereto.
(5) Certification, Signature. The participant
or his authorized representative shall certify as to the truthfulness,
completeness and correctness, to the best of their knowledge and belief and
shall date and sign such statement.
Notes
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No prior version found.