California Code of Regulations
Title 10 - Investment
Chapter 5 - Insurance Commissioner
Subchapter 4 - Insurer Securities Permits
Article 13 - Forms and Addenda
Section 2613.01 - Application for Permit Authorizing Rights Offering
For the convenience of attorneys at law unfamiliar with the customary style and manner of drafting California applications, a sample of an average, successful application by a foreign insurer for a permit to make a rights offering is furnished herewith:
BEFORE THE INSURANCE DEPARTMENT OF THE STATE OF CALIFORNIA
In the Matter of the Application of XYZ INSURANCE COMPANY, New York, New York
For a Permit Authorizing the Sale and Issuance of Its Securities
FILE NO. __________
FILED: __________
APPLICATION FOR PERMIT
TO THE INSURANCE COMMISSIONER OF THE STATE OF CALIFORNIA: The application of XYZ Insurance Company respectfully shows:
I
Applicant was duly incorporated under the laws of the State of New York on July 1, 1910, and ever since has been and now is in good standing in said State.
II
Applicant was duly authorized to transact the business of insurance in its home state on August 2, 1910, and in the State of California on September 6, 1928; and ever since said dates has continued to transact insurance business in said states, respectively. Applicant is now duly admitted in 49 states.
III
Applicant's domiciliary and executive offices are located at 99999 Lexington Avenue, New York City, 10017.
IV
The names and addresses of Applicant's officers and directors are listed on pages 14-15 of the Prospectus hereinafter referred to.
V
An itemized account of Applicant's financial condition and a detailed statement of its plan of doing business are found in its current (1965) annual statement and its latest report of examination (as of December 3, 1964) on file with the Insurance Commissioner of the State of California, and they are hereby incorporated herein.
VI
The securities to be issued are:
Transferable subscription warrant with fractional share buy and sell order form, marked "Exhibit A."
Specimen certificate for shares (voided), marked "Exhibit B." Said exhibits are by this reference incorporated herein.
VII
The prospectus, President's letter to stockholders, and all other non-individual and non-unique communications concerning or descriptions of the securities which Applicant has prepared to distribution or publication are attached hereto, labeled as indicated, and are by this reference incorporated herein:
Preliminary prospectus dated March 1, 1966, "Exhibit C."
President's letter to shareholders, dated March __________, 1966, "Exhibit D."
VIII
No underwriters or other brokers will participate in this offering, and Applicant has not entered into and will not enter into any contract with underwriters or brokers in connections with this issue.
IX
A certificate in good standing issued by the New York Superintendent of Insurance within 30 days prior to the filing of this application is attached hereto, marked "Exhibit E," and is by this reference incorporated herein.
X
A current appointment by Applicant of the California Insurance Commissioner and his successor in office as agent for service of process as required by California Insurance Code Section 837(b) is attached hereto, marked "Exhibit F," and is by this reference incorporated herein.
XI
Applicant proposes, on or about March 25, 1966, and continuing for thirty days, to make a rights offering to its California stockholders of record on March 1, 1966. Subscription rights will be evidence by transferable subscription warrants like Exhibit A, each designating the total number of rights to which the shareholder is entitled on the basis of one right for each share of stock held as of the record date. Ten rights will be required to subscribe for each new share of Applicant's $12.50 per value capital stock. No underwriters will participate in this offering, and a privilege of over subscription will be available to offerees wishing to subscribe for shares not taken up through the exercise of primary subscription rights. For further details of the terms of the offer and the time within which it is expected to be made, reference is made to "offer to Stockholders" on pages 3 and 4 of the prospectus, Exhibit C.
XII
Registration Statement, Form S-1, and Amendments Nos. 1 and 2 are also attached hereto, marked "Exhibit G-1," "Exhibit G-2," and "Exhibit G-3," respectively, and they are by this reference incorporated herein. Registration with the Securities and Exchange Commission is expected to become effective 10 A.M. on Friday, March 25, 1966. Duplicate copies of the registration and final prints of the subscription warrant form and of the President's letter to stockholders will be mailed to you for filing herein as substituted exhibits as soon as they are available after such effective date.
XIII
As of a recent date there were 907 stockholders of Applicant with California addresses of record. Said stockholders held an aggregate of 4,800 shares of applicant's capital stock. Allowing a margin of safety on account of migratory stockholders and because of trading in warrants due to the later closing hours of stock exchanges in California in reference to Eastern stock exchanges, Applicant believes that a permit for 5,000 shares will be adequate.
XIV
Applicant's capital stock is widely traded and transactions therein are reported daily in newspapers of nationwide circulation. Recent price ranges are shown on page 17 of Exhibit C. The closing price on the New York Stock Exchange the day before the date of this application was $87. The offering price to Applicant's stockholders will be $3 below the expected market price when registration with S.E.C. becomes effective, or approximately $84. Applicant will notify you by telephone, confirmed by air mail letter, of the effective date and price per share.
The filing fee paid upon the filing of this application was computed on the basis of 5,000 shares valued at $87, or a total value of $435,000.
***
WHEREFORE, Applicant respectfully requests the Insurance Commissioner of the State of California, as soon as reasonably possible after receipt of notice of the offering price and filing herein of duplicate copies of the aforementioned substituted exhibits, to issue his permit authorizing Applicant to offer, sell and issue not to exceed 5,000 shares of its $12.50 par value capital stock for the uses and purposes, and in the time and manner described in Exhibit C.
Dated at New York, N.Y., this 15th day of March, 1966.
XYZ INSURANCE COMPANY
By John J. Smith
President
(Verification as in Sec. 2603.10, supra)
