Form A Filings

Form A Statements Filed with the Missouri Department of Commerce & Insurance

Any person seeking to acquire control of a Missouri domestic insurer must file a Form A Statement with and obtain the approval of the Director of the Missouri Department of Commerce and Insurance. See sections 382.040-382.095, RSMo, and 20 CSR 200-11.101. House Bill 50 (2015), effective on August 28, 2015, includes new Form A Statement requirements relating to enterprise risk management (“ERM”) at section 382.050.1(13) and (14), RSMo, and the companion filing of a Form E pre-acquisition notification pursuant to sections 382.040.3 and 382.095, RSMo.

Standards

The Director reviews each Form A Statement to determine:

  1. If, after the change of control the domestic insurer will be able to satisfy the requirements for the issuance of a license to write the line or lines of insurance for which it is presently licensed;
  2. The effect of the acquisition of control on competition in insurance in this state;
  3. If the financial condition of any acquiring person might jeopardize the financial stability of the domestic insurer or prejudice the interest of its policyholders;
  4. The fairness, reasonableness and public interest of any plans or proposals which the acquiring person has for the insurer, its assets, its business or corporate structure, or its management;
  5. The competence, experience and integrity of the persons who will control the operations of the domestic insurer; and
  6. If the acquisition is likely to be hazardous or prejudicial to the insurance buying public.

Under section 382.060, "[t]he director shall approve any merger or other acquisition of control referred to in section 382.040 unless after a public hearing" the director makes certain findings. The director reserves the right to hold a hearing on any given Form A. Under section 382.060.3, the director is required to make a determination within thirty days after the conclusion of any such hearing.

The table below shows the filing and disposition of recent Form A Statements.

Proposed acquisition of Control of Hearing Dates Order Date
First American Insurance Co. by Warburg Pincus (Bermuda) Private Equity VIII, L.P. et al. and HFCP IV (Bermuda) L.P. et al. 01/24/2002
First American Insurance Co. by Warburg Pincus (Bermuda) Private Equity VIII, L.P. et al. and HFCP IV (Bermuda) L.P. et al. 01/24/2002
Healthy Alliance Life Insurance Co., HMO Missouri Inc. and HealthLink HMO Inc. wholly owned subsidiaries of RightChoice Managed Care Inc. d/b/a Blue Cross & Blue Shield of Missouri and Alliance Blue Cross and Blue Shield by WellPoint Health Networks Inc. 12/19/2001
Imperial General Life Insurance Co. by American Founders Life Insurance Co. 11/13/2001
OAKRE Life Insurance Co. by American Prearranged Services Trust 06/14/2001-08/31/2001
American Continental Life Insurance Co. by Continental Casualty Co. 09/05/2001
AGC Life Insurance Co. by American International Group Inc. 06/26/2001
American Central Insurance Co. by White Mountains Insurance Group Ltd. (Filing amended 03/12/2001) 11/28/2000-03/12/2001
Instant Auto Insurance Co. by Vesta Insurance Group Inc. 03/15/2001
Northfield Insurance Co by Citigroup Inc. 10/18/2000
GenAm Benefits Insurance Co. by Health Care Service Corp. 07/24/2000
Chicago Title Insurance Co. by Leucadia National Corp. N/A
Integral Insurance Co. by Caterpillar Insurance Holdings Inc. 03/28/2000
Medical Defense Associates and Medical Defense Insurance Co. by Ivy Medical LLC 03/23/2000
American Continental Insurance Co. and American Continental Life Ins. Co. by The St. Paul Cos. Inc. 02/23/2000
American Continental Insurance Co. and American Continental Life Ins. Co. by The St. Paul Cos. Inc. 02/23/2000
Chicago Title Insurance Co. by Fidelity National Financial 01/27/2000
Lyndon Life Ins. Co. and Lyndon Property Insurance Co. by Protective Life Insurance Co. 12/15/1999
Lyndon Life Ins. Co. and Lyndon Property Insurance Co. by Protective Life Insurance Co. 12/15/1999