California Code of Regulations › Title 10 - Investment › Chapter 5 - Insurance Commissioner › Subchapter 4 - Insurer Securities Permits › Article 13 - Forms and Addenda › Section 2613.03 - Permit Authorizing Exchange of Shares in Connection with a Merger

Current through Register 2024 Notice Reg. No. 28, July 12, 2024
For the information of those doing business with this
					 department who are unfamiliar with the terms of permits issued by the Insurance
					 Commissioner, a simple example of a recent permit authorizing sale and exchange
					 of shares in connection with a merger is provided, as follows:--
STATE OF CALIFORNIA
Department of Insurance
In the Matter of the Application of
)
)
AETNA LIFE INSURANCE COMPANY
)
a Connecticut Corporation,
)
PERMIT
							 NO. SF-774
For a Permit to Sell and Issue Its
)
Securities in California
)
___________________________
)
THE ISSUANCE OF THIS PERMIT IS PERMISSIVE ONLY AND DOES NOT
					 CONSTITUTE A RECOMMENDATION OR ENDORSEMENT OF THE SECURITIES PERMITTED TO BE
					 ISSUED HEREUNDER
Pursuant to its verified application filed herein October
					 22, 1964, and thereafter supplemented by additional and current exhibits, good
					 cause therefore, appearing, I hereby authorize and permitAETNA LIFE INSURANCE
					 COMPANY
a Connecticut insurer with its home office at 151
					 Farmington Avenue, Hartford, Connecticut, duly admitted to transact life and
					 disability insurance in the State of California, to sell and issue its
					 securities in California for the uses and purposes stated in said application
					 and the exhibits thereto, as follows:
AUTHORIZATION: To issue and exchange not to exceed
					 1,200,000 shares of applicant's new $2.50 par value common stock with
					 California residents who own shares of The Aetna Casualty and Surety Company,
					 Hartford, Connecticut, on the scheduled date of delivery. Such exchange shall
					 be made in connection with the lawful consummation of a proposed merger of said
					 The Aetna Casualty and Surety Company with and into Farmington Valley Insurance
					 Company, Hartford, Connecticut (to be known as The Aetna Casualty and Surety
					 Company from and after the effective date of such merger), substantially as
					 disclosed by the exhibits on file herein; such exchange shall be made on the
					 basis and at the rate of 1.9 shares of applicant's $2.50 par value capital
					 stock for each $3.50 par value share of The Aetna Casualty and Surety Company
					 stock surrendered and tendered in exchange, all in accordance with applicant's
					 instructions to said stockholders substantially as shown by the exhibits on
					 file herein.
THIS PERMIT IS ISSUED UPON THE FOLLOWING CONDITIONS AND IS
					 EFFECTIVE ONLY AS TO TRANSACTIONS SUBJECT TO CALIFORNIA LAW PERFORMED IN
					 CONFORMITY THEREWITH:
CONDITION ONE: No certificate for shares shall be issued
					 except substantially in the text of the appropriate form or forms comprising
					 Exhibit B (as amended December 2, 1964) to the application herein or
					 substantially in the text of a certificate hereafter approved by the Insurance
					 Commissioner.
CONDITION TWO: No commission, selling expense,or other
					 remuneration is to be paid to any person in respect to any transaction
					 authorized by this permit, except that the regular salaried employees of
					 applicant may perform any and all acts necessary, convenient, or advisable in
					 connection with the transactions authorized by this permit, and fees may be
					 paid for the necessary services and expenses of legal counsel, transfer agents,
					 stock agents, registrars, proxy solicitors or for services of a similar
					 nature.
CONDITION THREE: No advertisement, proxy,or solicitation
					 material of any nature concerning the securities hereby authorized shall be
					 issued, circulated or published unless the same shall first have been filed in
					 duplicate with the Insurance Commissioner and its use approved by him in
					 writing. Papers heretofore filed herein have been approved for such
					 purpose.
CONDITION FOUR: Applicant shall within 30 days from and
					 after January 28, 1965 make and file with the Insurance Commissioner its
					 verified report alleging the transactions had and done pursuant to authority
					 hereof, including the total number of shares issued, the consideration received
					 therefor, and the disposition thereof; also, whether the preceding conditions
					 of this permit were complied with. In addition thereto, applicant shall file a
					 further verified report of transactions upon completion of the transactions
					 herein authorized; also at such other time as the Commission may request in
					 writing.
CONDITION FIVE: The Insurance Commissioner may from time to
					 time for cause amend, continue, or alter this permit, or temporarily suspend
					 the rights of applicant hereunder, or may revoke this permit.
CONDITION SIX: Unless theretofore suspended or revoked, all
					 authority to issue securities under this permit shall automatically expire upon
					 completion of the transactions hereby authorized.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed
					 by official seal this 14th day of December, 1964.
(SEAL)
___________________________
Insurance Commissioner