Illinois Administrative Code › Title 50 - INSURANCE › Part 913 - SECURITIES REGULATION › Section 913.50 - The Prospectus

Current through Register Vol. 48, No. 28, July 12, 2024
a) Any
			 prospectus required to be filed with and approved for use by the Director shall
			 contain the following information:
1) The date
			 and form of organization of the issuer;
2) A description of the business done and
			 intended to be done by the issuer;
3) The authorized and issued capital of the
			 issuer and a description of the shares to be offered;
4) The proposed method of sale of the shares,
			 the price thereof to the public, and the underwriting and selling discounts and
			 commissions to be paid, and the persons or groups of persons who are to receive
			 same;
5) The intended use by the
			 issuer of the proceeds of the securities;
6) The names and addresses of all of the
			 officers and directors of the issuer (or the incorporators, organizers,
			 promoters or other persons similarly situated, if the issuer is in the process
			 of organization), and a brief biographical sketch of each, setting forth their
			 business experience and specifically including a statement as to whether each
			 of said persons has or has not had any business experience in the type of
			 insurance in which the company is engaging or proposes to engage, and the
			 extent of such experience, if any;
7) The total remuneration of each person in
			 the preceding paragraph and the rate or basis thereof, if the rate or basis is
			 in excess of $10,000, paid to each by issuer during the fiscal year last past,
			 and proposed to be paid for the then current fiscal year;
8) The names and addresses of all persons
			 owning of record, and of all persons owning beneficially, to the extent known,
			 to the applicant, 10% or more of the outstanding shares of the issuer, and the
			 percentage owned by each;
9) A
			 brief description of material pending or threatened legal proceedings including
			 matters before administrative tribunals involving the issuer, other than
			 ordinary routine litigation pursuant to the business in which such issuer is
			 engaged. Ordinary litigation shall include, but not be limited to, contractual
			 disputes between the issuer and insureds, or the issuer and its agents, or
			 arising out of the prudent administration of the issuer's
			 investments;
10) A description of
			 any stock option, bonus or incentive plans which are in effect or which are
			 proposed;
11) The name of each
			 person or specific class of persons (other than underwriters or dealers, as
			 such) to whom any shares have been sold, within the three year period
			 immediately preceding the date of the application, by the issuer or controlling
			 person at a price varying from that at which the shares are to be offered to
			 the general public pursuant to this application. This shall include a statement
			 of the consideration given or to be given by each such person or
			 class;
12) A statement in boldface
			 on the outside front cover page as follows:
"THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
				DIRECTOR OF INSURANCE OF THE STATE OF ILLINOIS, NOR HAS THE DIRECTOR OF
				INSURANCE OF THE STATE OF ILLINOIS PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
				PROSPECTUS";
and in addition, thereto, the following statement is
				boldface:
"THESE ARE SPECULATIVE SECURITIES.";
13) Financial statements of the issuer
			 prepared in accordance with generally accepted accounting principles. Such
			 statements are to be audited by an independent certified public accountant in
			 accordance with generally accepted auditing standards as follows:
A) Balance Sheet
An audited balance sheet as of a date not more than 120 days
				prior to the application date (Section
				913.40 ) and
				for the three prior fiscal years or for the life of the company and its
				immediate predecessors, if less.
B) Statement of Surplus
Audited for the same period as Section
				913.50(a)(13)(A).
C) Profit and Loss or Income
			 Statements
In comparative columnar form, a profit and loss or income
				statement of each of the last five fiscal years and the period related to the
				balance sheet submitted in Section
				913.50(a)(13)(A).
				Only the three prior fiscal years, and the period related to the balance sheet
				submitted in Section
				913.50(a)(13)(A)
				needs to be audited. A statement shall be made relating to any comparable
				unaudited prior period that all adjustments necessary to a fair statement of
				the results for such periods, have been included. As supplemental information,
				a letter describing in detail the nature and amount of any adjustments, other
				than normal recurring accruals, entering into the determination of the results
				shown in the unaudited statements shall be submitted.
D) In addition, the Director of Insurance
			 may, in his discretion, require any explanation, reconciliation or elaboration
			 which is deemed appropriate for proper disclosure of relevant facts.
14) Any additional relevant and
			 material statements or information which the Director shall require for the
			 protection of the prospective purchasers of the shares constituting the
			 offering.