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APPENDIX B. HMO FORM B
OKLAHOMA INSURANCE DEPARTMENT
HOLDING COMPANY SYSTEM REGISTRATION STATEMENT
HMO FORM B
OKLAHOMA HOLDING COMPANY SYSTEM
ANNUAL REGISTRATION STATEMENT
Filed with the Insurance Commissioner for
the State of Oklahoma.
Name of Registrant
On Behalf of the Following Health Maintenance Organizations (HMO)
Date: ___________________________________________, 20_____
Name, Title, Address and Telephone Number of Individual to Whom Notices and Correspondence Concerning This Statement Should Be Addressed:
ITEM 1. Identity and control of registrant
Furnish the exact name of each HMO registering or being registered (hereinafter called "the Registrant"), the home office address and principal executive offices of each; the date on which each Registrant became part of the holding company system; and the method(s) by which control of each Registrant was acquired and is maintained.
ITEM 2. Organizational chart
Furnish a chart or listing clearly presenting the identities of and interrelationships among all affiliated persons within the holding company system. No affiliate need be shown if its total assets are equal to less than 1/2 of 1% of the total assets of the ultimate controlling person within the holding company system unless it has assets valued at or exceeding $250,000. The chart or listing should show the percentage of each class of voting securities of each affiliate, which is owned, directly or indirectly, by another affiliate. If control of any person within the system is maintained other than by the ownership or control of voting securities, indicate the basis of such control. As to each person specified in such chart or listing indicate the type of organization (e.g., corporation, trust, partnership) and the state or other jurisdiction of domicile.
ITEM 3. The ultimate controlling person
As to the ultimate controlling person in the holding company system furnish the
(b) Home office address.
(c) Principal executive office address.
(d) The organizational structure of the person, i.e., corporation, partnership, individual, trust, etc.
(e) The principal business of the person.
(f) The name and address of any person who holds or owns 10% or more of any class of voting security, the class of such security, the number of shares held of record or known to be beneficially owned, and the percentage of class so held or owned.
(g) If court proceedings looking toward a reorganization or liquidation are pending, indicate the title and location of the court, the nature of proceedings and the date when commenced.
ITEM 4. Biographical information.
Furnish the following information for the directors and executive officers of the ultimate controlling person: the individual's name and address, his principal occupation and all offices and positions held during the past five years, and any conviction of crimes other than minor traffic violations during the past ten years.
ITEM 5. Transactions, relationships and agreements
Briefly describe the following agreements in force, and transactions currently outstanding or which have occurred during the last calendar year between the Registrant and its affiliates:
(a) loans, other investments, or purchases, sales or exchanges of securities of the affiliates by the Registrant or of the Registrant by its affiliates;
(b) purchases, sales or exchanges of assets;
(c) transactions not in the ordinary course of business;
(d) guarantees or undertakings for the benefit of an affiliate which result in an actual contingent exposure of the Registrant's assets to liability, other than contracts entered into in the ordinary course of the Registrant's business;
(e) all management agreements, service contracts and all cost-sharing arrangements;
(f) reinsurance agreements;
(g) dividends and other distributions to shareholders;
(h) consolidated tax allocation agreements; and
(i) any pledge of the Registrant's stock and/or of the stock of any subsidiary or controlling affiliate, for a loan made to any member of the holding company system.
No information need be disclosed if such information is not material for purposes of O.A.C. 365:40-3-12. Sales, purchases, exchanges, loans or extensions of credit, investments or guarantees involving one-half of 1% or less of the Registrant's admitted assets as of the 31st day of December next preceding shall not be deemed material. The description shall be in a manner as to permit the proper evaluation thereof by the Commissioner, and shall include at least the following: the nature and purpose of the transaction; the nature and amount of any payments or transfers of assets between the parties; the identity of all parties to such transaction; and the relationship of the affiliated parties to the Registrant.
ITEM 6. Litigation or administrative proceedings
A brief description of any litigation or administrative proceedings of the following types, either then pending or concluded within the preceding fiscal year, to which the ultimate controlling person or any of its directors or executive officers was a party or of which the property of any such person is or was the subject; give the names of the parties and the court or agency in which such litigation or proceeding is or was pending:
(a) Criminal prosecutions or administrative proceedings by any government agency or authority which may be relevant to the trustworthiness of any party thereto; and
(b) Proceedings which may have a material effect upon the solvency or capital structure of the ultimate holding company including, but not necessarily limited to, bankruptcy, receivership or other corporate reorganizations.
ITEM 7. Statement regarding plan or series of transactions
The HMO shall furnish a statement that transactions entered into since the filing of the prior year's annual registration statement are not part of a plan or series of like transactions, the purpose of which is to avoid statutory threshold amounts and the review that might otherwise occur.
ITEM 8. Financial statements and exhibits
(a) Financial statements and exhibits should be attached to this statement as an appendix, but list under this item the financial statements and exhibits so attached.
(b) The financial statements shall include the annual financial statements of the ultimate controlling person in the holding company system as of the end of the person's latest fiscal year. If at the time of the initial registration, the annual financial statements for the latest fiscal year are not available, annual statements for the previous fiscal year may be filed and similar financial information shall be filed for any subsequent period to the extent such information is available. Such financial statements may be prepared on either an individual basis, or unless the Commissioner otherwise requires, on a consolidated basis if such consolidated statements are prepared in the usual course of business. Unless the Commissioner otherwise permits, the annual financial statements shall be accompanied by the certificate of an independent public accountant to the effect that such statements present fairly the financial position of the ultimate controlling person and the results of its operations for the year then ended, in conformity with generally accepted accounting principles or with requirements of the NAIC Accounting Practices and Procedures Manual or other accounting principles prescribed or permitted under law. If the ultimate controlling person is an HMO which is actively engaged in the business, the annual financial statements need not be certified, provided they are based on the Annual Statement of such HMO filed with the regulatory department of the HMO's domiciliary State and are in accordance with requirements of the NAIC Accounting Practices and Procedures Manual or other accounting principles prescribed or permitted under the law and regulations of such state.
(c) Exhibits shall include copies of the latest annual reports to shareholders of the ultimate controlling person and proxy material used by the ultimate controlling person; and any additional documents or papers required by HMO Form B or O.A.C. 365:40-3-15.
ITEM 9. Information in the Application for Certificate of Authority
Amendments or modifications to the items required by O.A.C. 365:40-3-14 must be filed with HMO Form B.
ITEM 10. Form C required
An HMO Form C, Summary of Registration Statement, must be prepared and filed with this HMO Form B.
ITEM 11. Signature and certification
Signature and certification required as follows:
Pursuant to the requirements of O.A.C. 365:40-3-12, the Registrant has caused this annual registration statement to be duly signed on its behalf in the City of ____________ and State of ____________ on the ____ day of __________, 20____.
Name of Registrant
(Signature of Officer)
The undersigned deposes and says that (s)he has duly executed the attached annual registration statement dated _____________________,20____, for and on behalf of ______________________________; that (s)he is the_______________________
(Name of Company) (Title of Officer)
of such company and that (s)he is authorized to execute and file such instrument. Deponent further says that (s)he is familiar with such instrument and the contents thereof, and that the facts therein set forth are true to the best of his/her knowledge, information and belief.
(Type or print name beneath)