ALJDEC

97A-226-INS · Department of Insurance · 1997-12-24

IN THE OFFICE OF ADMINISTRATIVE HEARINGS

HEARING: December 18, 1997 APPEARANCES: Thomas E. Haney, Esq. for Petitioner; Kurt Regner for the Arizona Department of Insurance ADMINISTRATIVE LAW JUDGE: Lewis D. Kowal _____________________________________________________________________

On December 18, 1997, a hearing was held to consider the Plan and Agreement of Merger whereby Home State Life Insurance Company (the "Insurer"), will merge into American Underwriters 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 a Kansas insurer not authorized 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 twenty-five (25) day notice requirement 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 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. The Department requested and the Petitioner did not object to subsequently filing with the Department a document disclosing that the Insurer has complied with the laws of the State of Kansas regarding the merger of Insurer and Petitioner. RECOMMENDED ORDER The undersigned Administrative Law Judge recommends that: The Plan and Agreement of Merger between the Insurer and the Petitioner be approved . That Petitioner may file its Articles of Merger regarding this transaction with the Arizona Corporation Commission. That subsequent to the Order issued in this matter by the Director of the Department, Petitioner shall file a document with the Department disclosing that Insurer has complied with the laws of the State of Kansas with respect to this merger. Done this day, December 24, 1997.

_________________________________ LEWIS D. KOWAL Administrative Law Judge

Original transmitted by mail this ____ day of December, 1997, to:

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

By _______________________________

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