Current through Register Vol. 50, No. 9, September 20, 2024
B.
Forms
LOUISIANA ATTORNEY GENERAL'S APPLICATION
REQUEST FOR INFORMATION FORM
FOR CERTAIN NONPROFIT MERGERS, SALES, AND ACQUISITIONS
PLEASE CAREFULLY REVIEW THE INSTRUCTIONS AND
DEFINITIONS FORM PRIOR TO COMPLETING THIS FORM
1.
Name of Nonprofit to
be Acquired: Identify each and every nonprofit entity or entities
(hereinafter "nonprofit") which is the subject of an impending acquisition in
accordance with
R.S.
40:2115 et seq.
_______________________________________________
_______________________________________________
_______________________________________________
_______________________________________________
_______________________________________________
_______________________________________________
_______________________________________________
_______________________________________________
2.
Contact Person for
Nonprofit: Provide the full legal name, title, address, telephone and
facsimile number for the contact person regarding this Form (this individual
will also receive any requests for additional information for documents):
_______________________________________________
_______________________________________________
_______________________________________________
_______________________________________________
_______________________________________________
_______________________________________________
_______________________________________________
_______________________________________________
3.
Directors and Officers:
Identify by full legal name and title each and every director and
officer of the nonprofit.
_______________________________________________
_______________________________________________
_______________________________________________
_______________________________________________
_______________________________________________
_______________________________________________
_______________________________________________
_______________________________________________
4.
Corporate Documents of
Nonprofit: Attach as Appendix A, all corporate documents relating to
the nonprofit entity and selected entities filing this Request. Include
corporate documents of all parents, subsidiaries, or affiliates of the
nonprofit. For the purpose of this Request, "corporate documents" means the
charter or articles of incorporation, bylaws, and any and all amendments to
each corporate document.
5.
Name of Acquirer: Identify the proposed acquirer of the nonprofit
(hereinafter "acquirer") identified in Request #1. Include in your response the
identity of any (a) parent, (b) subsidiary, and/or (c) affiliate of the
acquirer.
_______________________________________________
_______________________________________________
_______________________________________________
_______________________________________________
_______________________________________________
_______________________________________________
_______________________________________________
_______________________________________________
6.
Contact Person for
Acquirer: Provide the full legal name, title, address, telephone, and
facsimile number of the contact person for the acquirer.
_______________________________________________
_______________________________________________
_______________________________________________
_______________________________________________
_______________________________________________
_______________________________________________
_______________________________________________
_______________________________________________
7.
Corporate Documents of
Acquirer: Attach as Appendix B copies of all corporate documents
relating to the acquirer identified in Request #4.
8.
Value of Nonprofit Assets:
What is the aggregate approximate value of the nonprofit assets to be acquired
in the proposed transaction?
9.
Description of Proposed Transaction: Attach as Appendix C a
detailed description of the proposed transaction, including a detailed
explanation of what is to be acquired by the acquirer, what is to be retained
by the nonprofit(s), and the resulting funds to be received by the
nonprofit(s). This should also include an analysis of the purchase price, based
upon the nonprofit's interpretation of the letter of intent or definitive
contract. The analysis should begin with the nonprofit's balance sheet, should
consider the impact of any fund balances and/or liabilities to be retained by
the resulting foundation, and end with a resulting fund balance for the
proposed foundation to be created. This analysis should include reasonable
estimates for any proposed purchase price adjustments called for in the letter
of intent or definitive agreement. The objective of this analysis is to enable
the Office of the Attorney General to understand the pricing of the transaction
and the capitalization of any resulting foundation.
10.
Description of Negotiations of the
Transaction: Attach as Appendix D a detailed description of all
discussions and negotiations between nonprofit and acquirer resulting in the
proposed transaction. This response should include, but not be limited to, a
summary outline in date sequence of any and all meetings held with the
following parties with respect to the proposed transaction:
(a) With the nonprofit's financial advisors
or investment bankers related to the proposed transaction (including, but not
limited to, management, committees of the board of directors or meetings of the
full board);
(b) With prospective
purchasers, networkers, merging partners of the nonprofit (or substantially all
of the nonprofit), together with a brief summary of the results of such
meetings;
(c) With the ultimate
acquirer; and
(d) With other
parties deemed significant to the transaction (including, but not limited to,
outside experts or other consultants).
11.
Closing Date: What is the
expected date of closing of the proposed transaction?
12.
Governmental Filings:
Attach as Appendix E all filings with respect to the proposed transaction,
including all amendments, appendices, and attachments, and each report or
document provided to each federal, state, or local governmental entity
regarding the proposed transaction. Include copies of forms to be provided to
each such entity, the answer to information or questions on such forms, and
each attachment submitted in connection therewith.
13.
Meetings with Governmental
Officials: Attach as Appendix F summaries of all meetings with federal,
state, or local authorities regarding any filings or documents referenced in
Request #12. Also, include each and every document which memorializes or
discusses any and all meetings or other communications with the United States
Department of Justice, Federal Trade Commission, or any other state, federal or
local governmental entity in connection with the proposed
transaction.
14.
Acquirer's
Prior Acquisitions: Identify all prior acquisitions by the proposed
acquirer with the last three (3) years, including the following information for
each:
(a) Date of Acquisition;
(b) Entity Acquired;
(c) City/State;
(d) Brief Description;
(e) Purchase Price; and
(f) Form of Consideration.
15.
Letters of Intent:
Attach as Appendix G any and all drafts and final versions of any and
all letters of intent, confidentiality agreements, or other documents
initiating negotiations, contact, or discussion between the acquirer and
nonprofit.
16.
Contracts or
Purchase Agreements: Attach as Appendix H any and all drafts and final
versions of asset purchase agreements, contracts or agreements to purchase the
nonprofit by the acquirer. Your response must also include any attachments,
amendments, schedules, or appendices to such agreements.
17.
Fairness Opinions: Attach
as Appendix I any and all fairness opinions analyzing the proposed transaction
along with any supplemental analysis prepared by the nonprofit or its experts.
Include in your response the name of the company and the person(s) who prepared
the opinion, their business telephone numbers and addresses, the agreement or
engagement letter with such company or person, and background information
regarding the company or person's qualifications.
18.
Meeting Minutes and Other
Information: Attach as Appendix J the following documents with respect
to each meeting, whether regular, special, or otherwise, of the board of
directors or board of trustees for each nonprofit or acquirer.
(a) Announcements and the persons to whom the
announcements were sent;
(b)
Agenda;
(c) Minutes and/or
resolutions of the board of directors or board of trustees for each nonprofit
entity or acquirer which reflect or discuss the proposed transaction, including
those regarding the final vote;
(d)
Each written report or document provided to the board or board members,
including, but not limited to, each committee report and each expert's
report;
(e) Each proposal or
document referencing or regarding possible or actual sale, merger,
acquisitions, or distribution of assets of any nonprofit entity;
(f) Each presentation to the board or any
committee to the board; and
(g)
Each attachment to (a) through (f).
19.
Valuation Information:
Attach as Appendix K each appraisal (with each attachment), evaluation (with
each attachment), and similar document (with each attachment) concerning the
valuation during the last three (3) fiscal years of the nonprofit entities,
their assets, their properties, their worth as a going concern, their market
value, or their price for sale. This Request shall include, but not be limited
to, any appraisals of the common stock of any for-profit subsidiaries of the
nonprofit, any appraisals involving property held by the nonprofit.
20.
Information Regarding Other
Offers: Attach as Appendix K each appraisal (with each attachment),
evaluation (with each attachment), and similar document (with each attachment)
concerning any negotiation, proposal, or sale either initiated or received by
the nonprofit regarding a sale of all or substantially all of its assets, a
merger, a joint venture, a combination, an arrangement, a partnership, an
acquisition, an alliance, or a networking relationship, and the dollar value of
such proposed transaction.
21.
Mission Statement: Attach as Appendix M any and all mission
statements of the nonprofit.
22.
Press Releases and Related Information: Attach as Appendix N any
and all press releases, newspaper articles, radio transcripts, audiotapes and
videotapes of any television commercials or reports regarding the proposed
transaction and any other offers identified in Request # 20.
23.
Financial Records: Attach
as Appendix O all of the following for the last six (6) fiscal years for both
the nonprofit and acquirer, unless otherwise indicated:
(a) Audited and unaudited financial
statements. Audits are sometimes presented in abbreviated form or in fuller
form, with detailed supplements. Provide the most detailed form of your audit
that is available;
(b)
Consolidating statements (balance sheets and income statements for each fiscal
year);
(c) Year-to-date internal
financial statements for the most recent month-end available during the current
year. Be sure that the statements are comparative (with the same period of the
previous fiscal year), otherwise provide last year's internal financial
statements for the corresponding period as well;
(d) If separate audited financial statements
are prepared for any of your nonprofit members or affiliates, or any parent or
subsidiary of the acquirer, please provide those audits, together with
comparative year-to-date financial statements for each such member, affiliate,
parent or subsidiary;
(e) For the
nonprofit only, projected capital expenditure requirements for the next three
(3) years, assuming the nonprofit continues to operate as it has been
operating;
(f) Each balance sheet,
profit and loss statement, statement of change in financial position of the
nonprofit, any entity or company it controls, operates, manages, or is
affiliated with and also the same information for the acquirer and any entity
which you reasonably believe it owns, operates, manages, or controls;
(g) For the nonprofit only, a detailed
schedule of operating expenses, unless already provided with the
audits;
(h) For the nonprofit only,
an analysis (aging) of accounts receivable by major category, of receivables as
of the most recent month-end available, indicating the amounts ultimately
considered collectable by the nonprofit;
(i) For the nonprofit only, management
compensation (salary, bonus, other benefits) for the five (5) officers of the
nonprofit receiving the greatest amount of compensation;
(j) Identify any material off-balance sheet
assets or liabilities (i.e., any assets or liabilities not reflected on the
most recent audited financial statements) and provide documentation concerning
such assets or liabilities. Examples of such items would include a significant
under-or over-funding in the pension plan or a current litigation judgment not
reflected in the most recent audit;
(k) Identify any material contingent assets
or liabilities, and the conditions that must occur for any such contingent
assets to be realized or for any such contingent liabilities to be incurred;
and
(l) Identify all accounting
firms, including the name, address, and telephone number of the accountant(s)
primarily responsible for accounting and auditing of the entities for the last
six (6) years.
24.
Foundation Issues:
(a) Attach
as Appendix P the detailed written plan of the preservation, protection, and
use of any and all proceeds from the dissolution of the nonprofit, or the sale
to or merger with the acquirer. State and fully explain whether any money,
property, or proceeds resulting from the transaction referred to in your Notice
or the operation of the foundation will benefit any director, officer or
for-profit person or entity, directly or indirectly. The detailed plan shall
include bylaws, a conflict of interest statement, a defined mission, the
proposed investment policy, and granting procedures.
(b) Attach as Appendix Q proof that any asset
purchase agreement or other contract, by whatever name, does not incorporate or
place any restrictions which any for-profit entity may place on the use of
charitable or nonprofit funds and any other funds or property, either now or in
the future, by any foundation created or endowed to preserve, disburse, or
protect the funds.
(c) Attach as
Appendix R a report indicating, showing, explaining, and discussing the
properties and assets, whether cash, securities, intangible property, and all
other property (listing each encumbrance), available for charitable purposes
before and after the transaction and showing or discussing what entity or
person will control, manage, operate, deploy, and use the charitable or
nonprofit properties or assets. Include in your response the full legal name,
title, business address, and telephone number of the individual preparing said
report.
25.
Existing Foundations or Restricted Donations: Attach as Appendix S any
and all documents reflecting any existing foundations or other restricted
donations, including, but not limited to, trusts that are designated or
intended to benefit the current nonprofit. Include a detailed statement setting
forth your intention with regard to such restricted donations.
26.
Conflict of Interest,
Self-Interest, and Self-Dealing Issues:
(a) Attach as Appendix T an affidavit for
each officer and director of the nonprofit.
(b) Attach as Appendix U any and all
documents reflecting any possible conflict of interest, self-interest, or
self-dealing of any board member, officer, or director in connection with the
proposed transaction. Such documents shall include evidence of any disclosures
or other curative measures taken by the board and any documents suggesting or
referencingfinancial or employment incentives or inducements offered to any
board member, director or officer.
(c) Attach as Appendix V each memorandum,
report, letter, or other document suggesting or referencing any employment or
position (actual or possible) with acquirer for any officer or director of the
nonprofit after the transaction is completed, as well as any assets, funds,
annuity, deferred compensation or other economic or tangible benefit to be
provided, whether or not in exchange for services rendered or to be rendered to
any nonprofit or acquirer.
27.
Persons Involved in Decision
Making of Planning: Attach as Appendix W a list of the full legal
names, titles, addresses, and telephone numbers of each and every officer,
director, representative, manager, executive, expert or other persons having
substantial input, at any phase of decision making or planning, into the
decision or plan for the proposed transaction.
28.
Market Studies: Attach as
Appendix X each market study (and attachments) done for or by a nonprofit, or
otherwise received by a nonprofit. Include an analysis of the nonprofit's
market share from the perspectives which are normally tracked by the nonprofit
board.
29.
Registered Agents
for Service or Process: Identify the registered agent for service of
process, including his or her complete address, for each nonprofit and for the
acquirer.
For Nonprofit:
_______________________________________________
_______________________________________________
For Acquirer:
_______________________________________________
_______________________________________________
30.
Litigation and
Proceedings: Attach as Appendix Y copies of any and all complaints,
pleadings, memoranda, court orders, settlements, liens or other security
interests, and consent decrees filed in litigation in which the nonprofit
and/or acquirer was or is a party.
Please include in your response any and all complaints,
pleadings, memoranda, orders, settlements, opinions, notices of investigation
(including subpoenas, civil investigative demands or other requests for
information), of any state, federal, local government department, court,
agency, or any other legal proceeding in which the nonprofit and/or acquirer
was or is a party.
CERTIFICATION AND VERIFICATION
AFFIDAVIT OF THE NONPROFIT
To be completed by President or Chief Officer
This Requests for Information Form, together with any and
all appendices and attachments thereto, was prepared and assembled under my
supervision in accordance with the instructions and definitions issued by the
Attorney General. Subject to the recognition that, where so indicated,
reasonable estimates have been made because books and records do not provide
the required data, the information is, to the best of my knowledge, true,
correct, and complete. If copies were submitted in lieu of originals, the
documents submitted are true and exact copies. I understand that my obligation
to provide information pursuant to this Request shall be continuing in nature
and shall forthwith notify the Attorney General, in writing, of any
representations that have been made or that might have been made in accordance
with this Request which need to be updated, corrected or modified. The copies
also are authentic for the purposes of Louisiana law. If copies were submitted,
I also agree to retain the originals under may care, custody, and control, and
I will not destroy or alter the originals without express written consent of
the Attorney General or his appointed designee.
I certify, upon personal knowledge, that the attached form
has been completed with true and accurate information, under penalty or
perjury.
STATE of ______________________________ To be completed by
Affiant:
Parish/County:)_____________________
Affiant's Name: ________________________________
Signature: Title:
Date: ______________________________________ Address:
Sworn and subscribed before me
this ____ day of _________, ___________________
199 _____ _____________
Telephone No.: ______________________
Notary Public Facsimile No.: ____________________
My Commission expires: ________
AFFIDAVIT OF OFFICERS AND DIRECTORS
STATE OF _________ SOCIAL SECURITY NO.
PARISH/COUNTY OF __________
I, ____________________________, after first being duly
sworn, do hereby depose and, upon personal knowledge, state as follows:
1. I am an officer/director (please circle
appropriate response) of _______________________ (insert name of
nonprofit).
2. I have been an
officer/director (please circle appropriate response) since ______, 199 .
Please identify any committees you have served on, the length of service on
each committee, and any titles you have held on such committees.
_______________________________________________
_______________________________________________
_______________________________________________
_______________________________________________
3. My home address is
___________________________________
_______________________________________________
_______________________________________________
4. My business telephone number is
________________ . My business facsimile number is.
5. I do/do not (circle appropriate response)
own stock or options and/or warrants to purchase stock in __________ (Insert
name of acquirer) or any parent, subsidiary, or affiliated company.
6. ___________ (insert "no one in my
immediate family," or the name[s] of family member[s], own(s) stock or options
and/or warrants to purchase stock in ____________(insert name of acquirer) or
any parent, subsidiary, or affiliated company.
7. I am/am not (circle appropriate response)
employed by __________ (insert name of acquirer) or any parent, subsidiary, or
affiliate company.
8.
___________(insert " no one in my immediate family" or the name[s] of family
member[s] is/are employed by ___________(insert name of acquirer) or any
parent, subsidiary, or affiliated company.
9. I will/will not (circle correct response)
receive any financial benefit from the sale/merger (circle correct response) of
______________ (identify nonprofit to be acquired) to ________________________
(insert name of acquirer).
10.
___________(insert "no one in my immediate family," or the name[s] of family
member[s] will receive any financial benefit from the sale/merger (circle
correct response) of ________________________ (identify nonprofit to be
acquired) ________________________ (insert name of acquirer).
11. I have/have not (circle appropriate
response) been contacted or otherwise requested or been offered a position on
the ______________________ (insert name of acquirer) board or any of its
subsidiaries, affiliates, or parent companies, or otherwise been offered
employment of any sort with __ (insert name of acquirer) or any of its
subsidiaries, affiliates or parent companies.
12. I am/am not compensated for my services
as an officer/director (circle appropriate response) of ____________ (insert
name of nonprofit). If your response is that you are compensated, please state
the amount of your compensation per year: ___________.
13. Briefly describe your education
background:
_______________________________________________
_______________________________________________
_______________________________________________
_______________________________________________
_______________________________________________
_______________________________________________
14. Briefly describe your business
or work experience:
_______________________________________________
_______________________________________________
_______________________________________________
_______________________________________________
_______________________________________________
_______________________________________________
15. Explain the reasons why you
voted to approve the transaction to merge/sell _______ (insert nonprofit's
name) to __________ (insert name of acquirer).
_______________________________________________
_______________________________________________
_______________________________________________
_______________________________________________
_______________________________________________
_______________________________________________
16. Please briefly explain any
information you had regarding valuation of (insert nonprofit's name) and other
options available to (insert nonprofit's name) prior to approving the
transaction referenced in Item 15.
_______________________________________________
_______________________________________________
_______________________________________________
_______________________________________________
_______________________________________________
_______________________________________________
17. I do/do not (circle
appropriate response) plan to become a director or officer of the foundation or
other nonprofit entity to be created from the assets resulting from the sale or
merger of ____________ (insert nonprofit's name) to _________ (insert name of
acquirer). I will/will not (circle appropriate response) receive compensation
for my service in such position. If your response is that you will be
compensated, please state the amount of the compensation per year:
________________
18. I do/do not
(circle appropriate response) have any conflict of interest, self-interest,
financial interest or other self-dealing with regard to the proposed
transaction with ____________ (insert name of acquirer). If your answer is yes,
please explain such interest in detail.
I certify, upon personal knowledge, that the information in
this affidavit is true, accurate, and complete, under penalty of
perjury.
Affiant's
Signature: _______________
Date: __________
Sworn and subscribed
before me this ________
day of _______________,
199 _________
Notary Public
My Commission expires: ________
CERTIFICATION AND VERIFICATION
AFFIDAVIT OF THE ACQUIRER
In order to assist ____________________ (insert name of
nonprofit), (insert name of acquirer) provided information used to complete the
Request for Information Form by _____________________ (insert name of
nonprofit). Attached as Exhibit A to this Affidavit are ______________________
's (insert name of acquirer) responses to the Request for Information Form,
together with any and all appendices and attachments thereto. Exhibit A was
prepared and assembled under my supervision in accordance with the instructions
and definitions and definitions issued by the Attorney General. Subject to the
recognition that, where so indicated, reasonable estimates have been made
because books and records do not provide the required data, the information is,
to the best of my knowledge, true, correct, and complete. If copies were
submitted in lieu of originals, the documents submitted are true and exact
copies. I understand that my obligation to provide information pursuant to this
Request shall be continuing in nature and shall forthwith notify the Attorney
General, in writing, of any representations that have been or that might have
been made in accordance with this Request which need to be updated, corrected
or modified. The copies also are authentic for the purpose of Louisiana law. If
copies were submitted, I also agree to retain the originals under my care,
custody, and control, and I will not destroy or alter the originals without the
express written consent of the Attorney General or his appointed
designee.
I certify, upon personal knowledge, that the attached form
has been completed with true and accurate information, under penalty of
perjury.
STATE of ______________________________ To be completed by
Affiant:
Parish/County: _________________
Affiant's Name: ________________________________
Signature: __________ Title: ___________
Date: ________________ Address:
Sworn and subscribed before me _________________
this ____ day of ___________, __________________
199________ ____________
Telephone No.: ______________________
Notary Public Facsimile No.: ________________
My Commission expires: ________
LOUISIANA ATTORNEY GENERAL'S
REQUEST FOR INFORMATION FORM FOR CERTAIN
NONPROFIT MERGERS, SALES, AND ACQUISITIONS
INSTRUCTIONS AND DEFINITIONS
1. All responses to the Request for
Information Form must be typed or clearly printed in black ink. You must
use only the official forms.
2. All documents and appendices must be
provided in compliance with the following:
(a) one set of original documents and three
(3) separate sets of legible and collated copies of all documents must be
submitted;
(b) each appendix shall
be submitted in a separate legal size folder clearly marked with the appendix
number along with the name of your nonprofit entity and the date of the
Attorney General's Request for Information, set forth in Instruction #9.
For example, Nonprofit Company X, Appendix A, July 1, 1996;
and
(c) each document must be
consecutively numbered and labeled along with an abbreviation for your
nonprofit entity. For example, the first document of a submission by
the Nonprofit Company X, would be labeled NCX0001. These initials and
numbers should appear in the lower right-hand corner or each
document.
3. All
amendments or late-filed documents or responses must be clearly labeled to
indicate which Request or appendix folder the document should be placed in upon
receipt by the State. Such documents must be submitted in compliance with all
other instructions herein.
4.
Unless otherwise indicated, documents to be produced pursuant to this Request
for Information Form include each and every document prepared, sent, dated,
received, in effect, or which otherwise came into existence during the last
three (3) years through the date of the production of documents by the
nonprofit pursuant to this Request. Responses to the Request must be
supplemented, corrected, and updated until the close of the transaction.
The Attorney General, at his discretion, may require the production of
additional documents.
5. For
each Request calling for the production of documents, produce each and every
responsive document in the nonprofit and/or acquiring entity's care,
possession, custody, or control, without regard to the physical location of
those documents.
6. If the
nonprofit and/or acquiring entity possesses no documents responsive to a
paragraph of this Request, the nonprofit and/or acquirer must state this fact,
specifying the paragraph(s) or subparagraph(s) concerned, in the response. If
the nonprofit and/or acquirer must submit documents at a later date than that
set forth in Instruction #9, the following procedure is required: the nonprofit
and/or acquirer must state this fact, specify the paragraph(s) or
subparagraph(s) concerned, identify the document(s) to be produced, and state
the expected date of production.
7.
If the nonprofit and/or entity asserts a privilege in response to a Request,
the nonprofit and/or acquiring entity must state the priviledge, the basis of
the priviledge, and identify the documents and Request to which the priviledge
attaches.
8. Responses to Requests
not requiring the production of documents should be typed or clearly printed in
black on the Request for Information Form. If additional space is required, you
should attach additional 8 1/2" x 11" size pages, clearly noting at the top of
the page to which Request the additional information is responsive and the
identity of the nonprofit providing the information. For example:
Nonprofit Company X, Continuation to Request #3.
9. This Request for Information is dated
___________ . The Attorney General must receive a complete response to this
initial Request for Information Form, no later than _________ 199 . If you are
unable to provide the information by the date set forth above, please contact,
_____________, Assistant Attorney General, at __________ within twenty-four
(24) hours to discuss an extension of the statutory fifteen (15) day period in
order to extend the time period for you to respond to this Request. If you
request an extension of the time period, you will be provided an Extension of
the fifteen (15) Day Period Form, via facsimile transmission, which must be
returned within twenty-four (24) hours of your discussion with the Assistant
Attorney General or paralegal in order to extend the response period for the
Request for Information. All extensions are subject to the final approval of
the Attorney General.
10. All
responses to this Request for Information shall be sent by United States Mail,
hand delivered, or a nationally recognized express delivery service to the
following individual.
Assistant Attorney General
11. The Request for Information Form is not
complete or valid without the Certification and Verification Affidavits
executed under oath in the presence of a notary and attached to the Request for
Information Form.
12. Copies may be
submitted in lieu of originals as long as the nonprofit and/or acquirer
indicate(s) that the documents are copies, the location of the originals, and
the reason for the substitution of copies. All originals must be returned as
set forth in the Certification and Verification Affidavits. Additionally, the
nonprofit and/or acquirer must sign the Certification of Verification
Affidavit(s), agreeing that the documents are authentic for the purposes of
Louisiana law.
13. All questions
regarding these forms, the scope of any Request, and instruction, or any
definitions shall be directed to the Assistant Attorney General listed in
Instruction #10.
14. This Request
for Information Packet should include all of the following forms:
Form : Instructions and Definitions
Form : Request for Information Form
Form : Certification and Verification Affidavit of the
Nonprofit Affidavit of Officers and Directors
Certification and Verification Affidavit of the Acquirer
Extension of the fifteen (15) Day Period
If your packet is missing any of the above listed forms,
please contact by telephone the Assistant Attorney General listed in
Instruction #10 immediately. Your response to the Request for Information Form
is not complete until the Attorney General's Office has received
all of the above listed forms, fully completed.
15. In the lower right-hand corner
of each page of the Request for Information Form, type or print the name of the
nonprofit in the space provided.
16. If two (2) or more nonprofits are
merging, each nonprofit must complete the entire Request for
Information Packet.
EXTENSION OF THE FIFTEEN (15) DAY
PERIOD FORM FOR CERTAIN NONPROFITS
On behalf of _________ (insert name of nonprofit., I,
________________ (insert your name), hereby waive any right (insert name of
nonprofit) may have for the Attorney General to review the proposed application
transaction between _____________(insert name of acquirer) within a fifteen
(15) day period. On behalf of ____________________ (insert name of nonprofit),
I hereby agree and consent to an extension of the fifteen (15) day period
within which the Louisiana Attorney General's Office may review the
transaction. Specifically, I agree that the fifteen (15) day period will be
extended an additional ________ (insert number) days Thus, the Attorney
General's right to review ________________ 's (insert name of nonprofit)
proposed transaction application shall not conclude before ____________, 199 .
(insert date extension will conclude).________ (insert name of nonprofit)
hereby agrees not to conclude or finalize the transaction until after
_________, 199.
(insert day after extension will conclude). I further agree
to submit all documents requested by the Attorney General in the Request for
Information Packet no later than ________, 199.
The reason for this request is as follows:
________________________
_______________________________________________
_______________________________________________
On behalf of _________ (insert name of nonprofit), I,
___________ (insert your name), represent and warrant that I have authority to
act for and bind ________________ (insert name of nonprofit).
I also understand that this Request for an Extension is
subject to the final approval of the Attorney General. I certify, that this
extension form has been completed with true and information, under
penalty of perjury.
STATE of ________________________ To be completed by
Affiant:
County of __________________________
Affiant's Name: ________________________________
Signature: ______________ Title: ___________
Date: ______________________________________ Address:
Sworn and subscribed before me _______________
this ____ day of ___________, ___________
199_________ ________________
Phone No.: ____________________
Notary Public Facsimile No.: ___________________
My Commission expires: _______
AUTHORITY NOTE:
Promulgated in accordance with
R.S.
40:2115.11 et seq.
