ALJDEC

97A-190-INS-RHG · Department of Insurance · 1998-01-26

IN THE OFFICE OF ADMINISTRATIVE HEARINGS

HEARING: January 26, 1998

APPEARANCES: Philip T. Paris, Esq. on behalf of the Petitioner; Kurt Regner on behalf of the Arizona Department of Insurance

ADMINISTRATIVE LAW JUDGE: Lewis D. Kowal _____________________________________________________________________ On January 26, 1998, a rehearing took place to consider the Amended Form A and the Restated Stock Purchase Agreement Lawyer’s Title Corporation (the “Petitioner”) filed with the Arizona Department of Insurance (the “Department”). Those submissions occurred after the Director of the Department issued an Order approving Petitioner’s application for the acquisition of control of Transnation Title Insurance Company (the "Insurer). Based upon the entire record in this matter the following Findings of Fact, Conclusions of Law and Recommended Order are made: FINDINGS OF FACT AND CONCLUSIONS OF LAW The Insurer is a domestic insurer . The Petitioner has filed a statement as referred to in A.R.S. §§20- 1578.and 20-481.03, in the form required by A.A.C. R20-6-1402. The Insurer and its security holders waived notice of this proceeding. No evidence has been produced at the hearing that would indicate or form the basis for a finding that the Petitioner's acquisition of control of the Insurer: a. Is contrary to law; b. Is inequitable to the shareholders of any domestic insurer involved; c. Would substantially reduce the security of and service to be rendered to the policyholders of the Insurer in this State or elsewhere; d. After the change of control the Insurer would not be able to satisfy the requirements for the reissuance of a certificate of authority to write the line or lines of insurance for which it is presently licensed; e. The effect of the acquisition of control would be to substantially lessen competition in insurance in this state or tend to create a monopoly; f. The financial condition of any acquiring party might jeopardize the financial stability of the Insurer or prejudice the interest of its policyholders; g. The plans or proposals that the acquiring party has to liquidate the Insurer, sell its assets or consolidate or merge it with any person, or to make any other material change in its business or corporate structure or management, are unfair and unreasonable to policyholders of the Insurer and are not in the public interest; h. The competence, experience and integrity of those persons who would control the operation of the Insurer are such that it would not be in the public interest of policyholders of the Insurer and of the public to permit the merger or other acquisition of control; or i. The acquisition is likely to be hazardous or prejudicial to the insurance-buying public. Janet A. Alpert, Petitioner’s president, credibly testified that the amendments to the Form A and the Restated Stock Purchase Agreement do not reflect any material changes to those respective documents. Based upon its review of the Petitioner's Amended Form A filing, the Department recommended approval of the Amended Form A . RECOMMENDED ORDER The undersigned Administrative Law Judge recommends that Petitioner’s Amended Form A and acquisition of control of the Insurer be approved. Done this day, January 27, 1998.

______________________________________ Lewis D. Kowal Administrative Law Judge

Original transmitted by mail this ____ day of ____________, 1998, to:

Mr. John A. Greene, Director Department of Insurance 2910 North 44th Street, #210 ATTN: Curvey Burton Phoenix, AZ 85018-7256

By ___________________________ -----------------------

Office of Administrative Hearings 1700 West Washington, Suite 602 Phoenix, Arizona 85007 (602) 542-9826