ALJDEC

99A-025-INS · Department of Insurance · 1999-03-25

IN THE OFFICE OF ADMINISTRATIVE HEARINGS

HEARING: March 25, 1999 APPEARANCES: Werner J. Meyer represented the Petitioner; Kurt Regner appeared on behalf of the Department of Insurance. ADMINISTRATIVE LAW JUDGE: Casey J. Newcomb _____________________________________________________________________ On March 25, 1999, a hearing was held to consider the Plan and Agreement of Merger whereby Indiana Old National Insurance Company, an Arizona corporation (the "Insurer"), will merge into Indiana Old National Insurance Company, a Vermont corporation (the "Petitioner"). Based upon the entire record in this matter, the following Findings of Fact, Conclusions of Law and Recommended Decision are made:

FINDINGS OF FACT

1. Insurer is duly qualified and authorized as an insurer in the State of Arizona.

2. Petitioner is duly qualified and authorized as an insurer in the State of Vermont. 3. Both the Insurer and the Petitioner have waived the notice requirements of A.R.S. §41-1092.05(D).

4. The shareholder(s) of the Insurer and the shareholder(s) of the Petitioner have waived notice of the hearing.

5. No evidence has been produced at the hearing in this matter that would indicate or form the basis for a finding that the Plan and the 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.

6. The Insurer has surrendered its Certificate of Authority to the Department.

7. Based upon a review of the Petitioner's Application and filings, Mr. Regner recommended that the Director approve the Plan and Agreement of Merger filed in this matter.

8. The Petitioner has requested that the $100,000.00 statutory deposit held by the State Treasurer in the name of the Insurer be released.

9. The Petitioner has also requested that the $100.00 deposit that the Insurer has with the Insurance Examiners’ Revolving Fund (“IERF”) be released to the Petitioner upon approval of the merger.

10. Petitioner has prepared Articles of Merger that it intends to file with the Arizona Corporation Commission.

CONCLUSIONS OF LAW

The evidence of record has established that the Petitioner has complied with the provisions of A.R.S. §20-731 and has established by credible evidence that the Plan and Agreement of Merger between the Insurer and Petitioner should be approved.

RECOMMENDED DECISION

The undersigned Administrative Law Judge recommends that: 1. The Petitioner may file its Articles of Merger with the Arizona Corporation Commission.

2. The Plan and Agreement of Merger between the Insurer and the Petitioner be approved.

3. The statutory deposit of the Insurer in the amount of $100,000.00 shall be released upon receipt by the Department of Insurance of the following: (1) Payment of examination expenses, and/or computer fund and/or fraud assessments, if due; (2) a copy of the Articles of Merger of the Insurer and the Petitioner certified as having been filed with the Arizona Corporation Commission; and (3) a fully executed Notice of Trust Deposit Release Form E126. The statutory deposit cannot be released until the Department receives a fully executed copy of the official State Treasurer Receipt Form E101.

4. The sum of $100.00 previously credited to the IERF shall be refunded to the Petitioner upon approval of the merger pursuant to A.R.S. §20-159.

5. The Insurer shall file its 1998 Annual Statement with the Department, together with all applicable fees.

6. The Insurer shall pay its Certificate of Authority renewal fee if the Articles of Merger are not filed with the Arizona Corporation Commission on or prior to March 31, 1999.

7. The Insurer shall file its 1999 Annual Statement with the Department, together with all applicable fees, unless the Petitioner files its Articles of Merger with the Arizona Corporation Commission on or before December 31, 1999.

Done this day, March 25, 1999.

______________________________________ Casey J. Newcomb Administrative Law Judge

Original transmitted by mail this ____ day of March, 1999, to:

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

By ___________________________

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Office of Administrative Hearings 1400 West Washington, Suite 101 Phoenix, Arizona 85007 (602) 542-9826