ALJDEC

97A-205-INS · Department of Insurance · 1998-03-10

IN THE OFFICE OF ADMINISTRATIVE HEARINGS

HEARING: February 24, 1998 APPEARANCES: David B. Gass, Esq. for the Petitioner; Kurt Regner for the Arizona Department of Insurance ADMINISTRATIVE LAW JUDGE: Lewis D. Kowal _____________________________________________________________________

On February 24, 1997, a hearing was held to consider the Plan and Agreement of Merger whereby Capitol National Life Insurance Company (the "Insurer"), will merge into Capitol American Life Insurance Company (the "Petitioner"). 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 Insurer is duly qualified and authorized as an insurer in the State of Ohio and is not authorized as an insurer in the State of Arizona. Petitioner is duly qualified and authorized as a life and disability insurer in the State of Arizona. Both the Insurer and the Petitioner have waived the notice requirements of A.R.S. §20-731(C). The shareholder(s) of the Insurer and the shareholder(s) of the Petitioner have waived notice of the hearing. No evidence has been produced at the hearing of this matter that would indicate or form the basis for a finding that the Plan and Agreement of Merger previously filed with the Arizona Department of Insurance (“Department”):

a. Is contrary to law.

b. Is unfair in the terms and conditions of the issuance and exchange of securities.

c. Would substantially reduce the security of and service to be rendered to policyholders of the Insurer in this State or elsewhere.

Based upon the Department's review of Petitioner's filing which indicated that the Petitioner has complied with the provisions of A.R.S. §20-731, the Department recommended that the Director approve the Plan and Agreement of Merger filed in this matter. RECOMMENDED ORDER The undersigned Administrative Law Judge recommends that: The Plan and Agreement of Merger between the Insurer and the Petitioner be approved . The Petitioner may file its Articles of Merger with the Arizona Corporation Commission upon receipt of approval of this merger by the Ohio Department of Insurance. Done this day; March 11, 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