ALJDEC

98A-126-INS · Department of Insurance · 1998-10-02

IN THE OFFICE OF ADMINISTRATIVE HEARINGS

Based upon the record of this matter, the following Findings of Fact, Conclusions of Law and Recommended Order are made:

FINDINGS OF FACT AND CONCLUSIONS OF LAW

1. Safe Mate Life Insurance Company (the “Insurer”) is a Texas corporation. See Petitioner’s Exhibit A3.

2. Oxford Life Insurance Company (the “Petitioner”) is an Arizona insurance company. See Petitioner’s Exhibit A3. The Petitioner filed with the Director of the Department of Insurance an Articles of Merger and a Plan and Agreement of Merger under the terms of which the Insurer would merge into the Petitioner. See Petitioner’s Exhibits A2 & A3.

3. The Insurer waived notice of this hearing. See Petitioner’s Exhibit A9. The Petitioner is the Insurer’s sole shareholder. See Petitioner’s Exhibit A9. The Petitioner also waived notice of this hearing. See Petitioner’s Exhibit A9.

4. Americo is the Petitioner’s sole shareholder. See Petitioner’s Exhibit A9. The Petitioner provided notice to Americo of the date, time, place and purpose of this hearing in accordance with A.R.S. §20-731. See Petitioner’s Exhibit A9.

5. No evidence has been produced at this hearing that would indicate or form the basis for a finding that the Plan and Agreement of Merger previously filed: 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 domestic insurer in this State or elsewhere.

6. Kurt Regnor, an Analyst for the Arizona Department of Insurance, recommended that the Director of the Arizona Department of Insurance approve the Plan and Agreement of Merger filed in this matter.

7. Mark A. Haydukovich is the Petitioner’s and the Insurer’s President. Mr. Haydukovich presented evidence showing that the proposed merger has been approved by (1) the Petitioner’s Board of Directors; (2) the Insurer’s Board of Directors; and (3) the Commissioner of Insurance for the State of Texas. See Petitioner’s Exhibits A1, A4 & A5. Mr. Haydukovich requested that the Plan and Agreement of Merger filed with the Director of the Arizona Department of Insurance be approved.

RECOMMENDED ORDER

The undersigned Administrative Law Judge recommends that: 1. The Plan and Agreement of Merger between the Insurer and the Petitioner be approved. 2. The Petitioner may file its Articles of Merger with the Arizona Corporation Commission. 3. The Petitioner shall submit to the Arizona Department of Insurance copies of the Articles of Merger certified as filed by the Arizona Corporation Commission and the Texas Corporation Commission.

Done this day, October 2, 1998.

_________________________________ Casey J. Newcomb Administrative Law Judge

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

Mr. Charles R. Cohen, Acting Director Department of Insurance 2910 North 44th Street, Suite. 210 Phoenix, AZ 85018 ATTN: Curvey Burton

By _______________________________

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