D.C. Mun. Regs. tit. 26, r. 26-A1415

Current through Register Vol. 71, No. 49, December 6, 2024

Rule 26-A1415 - EXEMPTION FROM SECTION 3(B) OF CERTAIN ACQUISITIONS AND DISPOSITIONS OF SECURITIES PURSUANT TO MERGER OR CONSOLIDATIONS

1415.1

The following transactions shall be exempt from the provisions of Section 3(b) of the Act as not comprehended within the purpose of this section:

(a) The acquisition of a security of an insurer, pursuant to a merger or consolidation, in exchange for a security of a company which, prior to the merger or consolidation, owned eighty-five percent (85%) or more of the equity securities of all other companies involved in the merger or consolidation except, in the case of consolidation, the resulting company;

(b) The disposition of a security, pursuant to a merger or consolidation of an insurer which, prior to the merger or consolidation, owned eighty-five percent (85%) or more of the equity securities of all other companies involved in the merger or consolidation except, in the case of consolidation, the resulting company.

(c) The acquisition of a security of an insurer, pursuant to a merger or consolidation, in exchange for a security of a company which, prior to the merger or consolidation, held over eighty-five percent (85%) of the combined assets of all the companies undergoing merger or consolidation, computed according to their book values prior to the merger or consolidation as determined by reference to their most recent available financial statements for a twelve (12) month period prior to the merger or consolidation;

(d) The disposition of a security, pursuant to a merger of consolidation, of an insurer which, prior to the merger or consolidation, held over eighty-five percent (85%) of the combined assets of all the companies undergoing merger or consolidation computed according to their book values prior to merger or consolidation, as determined by reference to their most recent available financial statements for a period to the merger or consolidation.

1415.2

A merger within the meaning of this section shall include the sale or purchase of substantially all the assets of one (1) insurer by another in exchange for stock which is then distributed to the security holders of the insurer which sold its assets.

1415.3

Notwithstanding the provisions of this section, if an officer, director or stockholder shall make any purchase (other than a purchase exempted by this section) of a security in any company involved in the merger or consolidation and any sale (other than a sale exempted by this section) of a security in any other company involved in the merger or consolidation within any period of less than six (6) months during which the merger or consolidation took place, the exemption provided by this section shall be unavailable to the officer, director, or stockholder.

D.C. Mun. Regs. tit. 26, r. 26-A1415