KRS 304.24-623: Acquisition of beneficial ownership of voting securities after

conversion.

(1) Except as specifically provided in the plan of conversion, for a period of five (5)

years following the effective date of the conversion, no person or persons acting in

concert, other than the former mutual, any affiliate, any employee benefit plans, or

trusts sponsored by the former mutual or affiliate, shall directly or indirectly offer to

acquire or acquire in any manner the beneficial ownership of five percent (5%) or

more of any class of a voting security of the former mutual or any affiliate company

without the prior approval by the commissioner of a statement filed by that person

with the commissioner. The statement shall contain the information required by

KRS 304.37-120(2) and any other information required by the commissioner.

(2) The commissioner shall not approve the acquisition if the commissioner finds that:

(a) The requirements of KRS 304.37-120(4)(a) have not been satisfied;

(b) The acquisition will frustrat e the fair and equitable plan of conversion as

approved by the members and the commissioner;

(c) The acquisition or change of control will result in unjust enrichment of the

acquiring persons to the detriment of the eligible members of the converting

mutual; and

(d) The acquisition would not be in the best interest of the present and future

policyholders of the former mutual, without regard to any interest of

policyholders as shareholders of the former mutual or any affiliate company.

(3) The requirements of this section shall be in addition and supplemental to any other

filings or approvals required by this chapter or otherwise by law.