N.Y. Insurance Law § 8001: Definitions

§ 8001. Definitions. As used in this article, the following terms

shall have the following meanings:

(a) "Adoption date" means the date the board of directors of the

mutual life insurer adopts the plan of reorganization.

(b) "Beneficial ownership" with respect to any security, means the

sole or shared power to vote or direct the voting of, such security

and/or the sole or shared power to dispose or direct the disposition of

such security.

(c) "Effective date" means, in the case of the reorganization of a

mutual life insurer, the date upon which the reorganization of the

mutual life insurer shall be effective in accordance with section eight

thousand nine of this article as a result of reorganization proceedings

pursuant to this article.

(d) "Member" with reference to a mutual life insurer, means a person

who, by the records of the mutual life insurer, is deemed to be the

"policyholder" of a policy or annuity contract which is of a type

described in paragraph one, two or three of subsection (a) of section

one thousand one hundred thirteen of this chapter for purposes of

paragraph three of subsection (a) of section four thousand two hundred

ten of this chapter. On and after the effective date of a plan of

reorganization that creates a mutual holding company, the term "member"

means a member of such mutual holding company as provided in subsection

(c) of section eight thousand seventeen of this article.

(e) "Membership interests" means, with reference to an institution

that is a mutual life insurer or a mutual holding company, the rights as

members arising under the charter of such institution or this chapter or

otherwise by law including the rights to vote and to participate in any

distribution of the surplus of such institution, whether or not incident

to a liquidation thereof. The term "membership interests" does not

include rights expressly conferred upon the policyholders by their

policies or contracts (including the right to participate in the

distribution of surplus) other than the right to vote.

(f) "Mutual holding company" means a corporation organized under

section eight thousand seventeen of this article.

(g) "Mutual life insurer" means a domestic mutual life insurer.

(h) "Offer" includes every offer to buy or acquire, solicitation of an

offer to sell, tender offer for, or request or invitation for tenders of

a security or interest in a security for value.

(i) "Outside director" means a director:

(1) who is not an officer, employee or consultant of the mutual

holding company, any stock holding company, the reorganized insurer or

any other subsidiary of the mutual holding company or any stock holding

company;

(2) who does not directly or indirectly own, control or hold one

percent or greater of the voting securities of any stock holding

company, the reorganized insurer or any other subsidiary of the mutual

holding company or any stock holding company; and

(3) who is not a director, officer or employee of any person except

the mutual holding company or any stock holding company that directly or

indirectly owns, controls or holds such percentage of such voting

security.

Lesser amounts of ownership of voting securities other than those

provided for in this subsection may be approved by the superintendent as

a component of the mutual holding company's plan of reorganization

pursuant to this article.

(j) "Person" means an individual, partnership, firm, association,

corporation, joint-stock company, limited liability company, limited

liability partnership, trust, government or governmental agency, state

or political subdivision thereof, public or private corporation, board,

association, estate, trustee or fiduciary, any similar entity or any

combination of the foregoing acting in concert.

(k) "Plan of reorganization" or "plan" means a plan adopted by a

mutual life insurer in compliance with this article.

(l) "Policyholder" means a person, as determined by the records of the

reorganizing insurer or reorganized insurer, who is deemed to be the

"policyholder" of a policy or annuity contract which is of a type

described in paragraph one, two or three of subsection (a) of section

one thousand one hundred thirteen of this chapter for purposes of

paragraph three of subsection (a) of section four thousand two hundred

ten of this chapter.

(m) "Public offering" means a stock offering required to be registered

pursuant to the Securities Act of 1933, United States Code, Title 15,

Section 77e.

(n) "Reorganized insurer" means the stock life insurer into which a

mutual life insurer has been reorganized in accordance with the

provisions of this article.

(o) "Reorganizing insurer" means, in the case of a plan of

reorganization of a mutual life insurer under this article, the mutual

life insurer that is reorganizing pursuant to such plan.

(p) "Stock holding company" means a corporation incorporated under the

laws of any jurisdiction in the United States, at least fifty-one

percent of the voting stock of which is owned, directly or through

another stock holding company, by a mutual holding company and which

holds, directly or indirectly, voting stock in at least one reorganized

insurer.

(q) "Voting security" includes voting securities as defined in

paragraph forty-five of subsection (a) of section one hundred seven of

this chapter, any reorganization certificate or subscription (including

subscription rights issued pursuant to a plan of reorganization), or any

security convertible (with or without consideration) into any such

security, or carrying any warrant or right to subscribe for or purchase

any such security, or any such warrant or right.

(r) "Voting stock" means capital stock that constitutes voting

securities as defined in paragraph forty-five of subsection (a) of

section one hundred seven of this chapter. All references in this

article to a specified percentage of the voting stock of any person

shall mean securities having the specified percentage of the voting

power in such person for the election of directors, trustees or

management of such person other than securities having such power only

by reason of the happening of a contingency.