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

Current through Register 2024 Notice Reg. No. 28, July 12, 2024
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)