California Code of Regulations › Title 10 - Investment › Chapter 5 - Insurance Commissioner › Subchapter 4 - Insurer Securities Permits › Article 13 - Forms and Addenda › Section 2613.02 - Application for Permit to Exchange Shares

Current through Register 2024 Notice Reg. No. 28, July 12, 2024
For the guidance of out-of-state attorneys or other
					 unfamiliar with the style of applications for California insurance securities
					 permits, the following composite example of an application by a non-admitted
					 foreign insurer for a permit to offer and exchange securities is
					 furnished:
BEFORE THE DEPARTMENT OF INSURANCE OF THE STATE OF
					 CALIFORNIA
In the Matter of the Application
							 of
)
FILE NO.___________________________
)
ACME INSURANCE COMPANY, Nome,
							 Alaska
)
ss
FILED___________________________
)
For a Permit Authorizing Applicant
)
to Offer and Exchange Its Shares
							 of
)
APPLICATION FOR
Capital Stock
)
PERMIT
To the Insurance Commissioner of The State of
					 California:
ACME INSURANCE COMPANY, an Alaskan insurer not admitted to
					 the State of California, with its home office in The Acme Building at 100 "A"
					 Street in the City of Nome, State of Alaska, hereby applies for a permit
					 authorizing it to offer to the California resident shareholders of Ace
					 Insurance Company, Fairbanks, Alaska, to exchange, not to exceed 5,000 shares
					 of Applicant's $10.00 par value capital stock for the shares of Ace Insurance
					 Company's $5.00 par value capital stock owned by said California shareholders,
					 at the rate and on the basis of 1 share of Applicant's stock for each 2 shares
					 of Ace Insurance Company stock. The present market price of Ace Insurance
					 Company shares is $11.22 per share as shown by page 23 of Exhibit I; and the
					 total consideration expected to be paid or exchanged for Applicant's shares
					 pursuant to the permit applied for is $112,200. The filing fee paid herewith is
					 calculated on the basis of said $112,200.
I
In support of this application, Applicant attaches the
					 following exhibits, which by this reference are incorporated herein, and
					 alleges:
A. The names and addresses of
				  applicant's officers and directors are set forth in Exhibit A.
B. An itemized account of Applicant's
				  financial condition showing the amount and character of its assets and
				  liabilities is supplied in Applicant's verified Convention form annual
				  statement as of December 31, 1965. A signed, verified copy thereof certified by
				  the Alaska Insurance Commissioner to be a true copy of the same on file in his
				  office is attached hereto marked Exhibit B: Applicant's financial condition has
				  materially changed since the date of said statement on account of Applicant's
				  merger effective January 30, 1966, with A.A.A. Insurance Company, Sitka,
				  Alaska, with Applicant as survivor. These additional exhibits show the terms
				  and conditions, financial details and effect of said merger:-Exhibit C, a copy
				  of the Agreement of Merger as approved and filed with the Alaska Insurance
				  Commissioner and bearing his original, true copy certificate to that effect.
Exhibit D, an annual statement of A.A.A. Insurance Company
					 as of said January 30, 1966, before merger.
Exhibit E, an annual statement of Applicant as of said
					 January 30, 1966, before merger; and Exhibit F, an annual statement of
					 Applicant as of said January 30, 1966, after merger.
C. A detailed statement of the plan upon
				  which Applicant transacts business is provided in last said annual statement
				  and in the Alaska Insurance Department Report of Examination as of December 31,
				  1964, dated May 1, 1965, a copy of which, certified by the original certificate
				  of the Alaska Insurance Commissioner to be a true copy of said report on file
				  in his office, is marked Exhibit G.
D. A specimen copy of the certificate of
				  shares of Applicant's $10.00 par value capital stock, which is the only
				  security Applicant proposes to issue in this transaction, is marked Exhibit
				  H.
E. There is no contract with
				  underwriters or brokers. There will be no sale of stock for cash, merely an
				  issue and exchange of shares of Applicant for share of Ace Insurance Company.
				  No commissions or fees will be paid with respect to the distribution of shares
				  asked to be authorized by the permit applied for.
F. The only writings describing the
				  securities to be offered or other written solicitations for exchange of
				  Applicant's shares are:
1. Exhibit I,
				  Registration Statement, Form S-1 (including preliminary prospectus) under the
				  Securities Act of 1933; and Exhibit J, Amendment No. 1 to said Registration
				  Statement.
2. Exhibit K, the form
				  of Acceptance of Offer, in duplicate.
3. Exhibit L, a letter of solicitation and
				  transmittal of the Plan of Exchange and Acceptance of offer form by John Smith,
				  President of Applicant herein, dated April 2, 1966, which is proposed to be
				  mailed to all shareholders of both companies with the Prospectus on the day
				  Applicant's registration with S.E.C. becomes effective, which is expected to be
				  on or about April 1, 1966.
4.
				  Exhibit M, a letter of solicitation addressed to all shareholders of Ace
				  Insurance Company, Fairbanks, Alaska, by its President, Richard Roe, dated
				  April 2, 1966, which is proposed to be mailed on its behalf to shareholders of
				  record of that company.