Amendment
Bill No. 0115

Amendment No. 689129

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

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