Ill. Admin. Code tit. 38 § 1075.2220

Current through Register Vol. 48, No. 45, November 8, 2024

Section 1075.2220 - Application - Preparing the Application

a) Requirements as to paper and printing:

1) Applications shall be filed on good quality, unglazed, white paper approximately 81/2 by 12 or 81/2 by 11 inches in size, as is practicable. However, tables, charts, maps and financial statements may be on larger paper if folded to those sizes, and the plan of conversion, proxy statement and offering circular may be on a smaller paper if the applicant so desires.

2) Applications and, as is practicable, all papers and documents filed as a part those applications, shall be printed, lithographed, mimeographed or typewritten. However, applications or any portion of the applications may be prepared by any similar process that, in the opinion of the Director, produces copies suitable for a permanent record. Irrespective of the process used, all copies of the material shall be clear, easily readable and suitable for repeated photocopying. Debits in credit categories and credits in debit categories shall be designated so as to be clearly distinguishable on photocopies.

b) Every application shall include a cross reference sheet showing the location in the proxy statement and offering circular of the response to the appropriate Section of this Part. If any item is inapplicable, or the answer is in the negative and is omitted, a statement to that effect shall be made in the cross reference sheet.

c) The body of all printed plans of conversion, proxy statements, and offering circulars, including all notes to financial statements and other tabular data included in the statements, shall be in Roman type at least as large and as legible as 10-point modern type. However, to the extent necessary for convenient presentation, financial statements and other tabular data, including tabular data in notes, may be in Roman type at least as large and as legible as 8-point modern type. All the type shall be leaded at least 2 points.

d) Interpretation of requirements:

1) Unless the context indicates otherwise, the information required is only as to the applicant.

2) Whenever words relate to the future, they have reference solely to present intention.

3) Any words indicating the holder of a position or office include persons, by whatever titles designated, whose duties are those ordinarily performed by holders of those positions or offices.

e) Incorporation of certain information by reference:

1) Where an item in an application calls for information not required to be included in the proxy statement or offering circular, matter contained in any other part of the application, including exhibits, may be incorporated by reference in answer, or partial answer, to the items.

2) No information may be incorporated by reference in a proxy statement or offering circular, unless the document containing that information is attached to the statement or circular or is summarized or outlined as provided in subsection (f). However, an offering circular may incorporate by reference the information contained in a proxy statement previously delivered, without need of summary or outline.

3) Material incorporated by reference shall be clearly identified in the reference. An express statement that the specified matter is incorporated by reference shall be made at the particular place in the application where the information is required. Material shall not be incorporated by reference in any case where the incorporation would make the statement incomplete, unclear or confusing.

f) Where a summary or outline of the provisions of any document is required, only a brief statement shall be made, in succinct and condensed form, as to the most important provisions of the document. In addition to the statement, the summary or outline may incorporate by reference particular items, sections or paragraphs of any exhibit and may be included in its entirety by the reference.

g) Presentation of information:

1) The information required in a proxy statement or offering circular need not follow the order of its presentation or other requirements in the appropriate sections. The information shall not, however, be set forth in a fashion as to obscure any of the required information or any information necessary to keep the required information from being incomplete or misleading. Where a section requires information to be given in tabular form it shall be given in substantially the tabular form specified in the section.

2) All information contained in a plan of conversion, proxy statement or offering circular shall be set forth under appropriate captions or headings reasonably indicative of the principal subject matter set forth in the plan, statement or circular. Except as to financial statements and other tabular data, all information set forth in any form under this Subpart shall be divided into reasonably short paragraphs or sections.

3) Every proxy statement and offering circular shall include in its forepart a reasonably detailed table of contents showing the subject matter of its various sections or subdivisions and the page number on which each section or subdivision begins.

4) All information required to be included in a proxy statement or offering circular shall be clearly understandable without the necessity of referring to the particular Section of this Subpart. Except as to financial statements and information required in tabular form, the information set forth in a proxy statement or offering circular may be expressed in condensed or summarized form.

5) Financial statements are to be set forth in comparative form and shall include any notes and the accountants' certificate or certificates.

h) All amendments to an application under this Subpart shall be filed under cover of an appropriate facing sheet, shall be numbered consecutively in the order in which filed, and shall conform to all pertinent requirements of this Subpart.

i) Information required needs to be given only insofar as it is known or reasonably available to the applicant. The applicant may not omit information that is in fact known regardless of whether the information was reasonably available. If any required information is unknown and not reasonably available to the applicant, either because the obtaining thereof would involve unreasonable effort or expense or because it rests peculiarly within the knowledge of another person not affiliated with the applicant, the information may be omitted, subject to the following conditions:

1) The applicant shall give any information on the subject as it has or can acquire without unreasonable effort or expense, together with the sources of the information; and

2) The applicant shall include a statement either showing that unreasonable effort or expense would be involved or indicating the absence of any affiliation with the person within whose knowledge the information rests and stating the result of a request made to the person for the information.

j) The information provided should be presented in such a manner that the reader does not have to refer to the applicable Section of this Subpart to understand what is being conveyed. It is not necessary that the applicant restate the text of any section, but the applicant should structure responses in such a manner as to clearly indicate to which Section the response applies. The nonapplicability of any item should be affirmatively noted. The following shall be also applicable:

1) Include an index of Sections and subsections.

2) Exhibits and inserts are permissible if referenced under the appropriate Section, with identification tabs attached.

3) If required information is not reasonably or economically available to the applicant, explanation for its omission should be included.

4) Material available for public inspection may be incorporated by reference in response to any Section, but specified, including item, page, and paragraph number, if applicable.

k) Should the applicant desire to submit any information it considers to be of a confidential nature regarding the response to any part of an application, the information shall be separately bound and labeled in capital letters, "CONFIDENTIAL" and a statement shall be submitted therewith briefly setting forth the grounds on which such information should be treated as confidential. Only general reference need be made of that confidential portion in the portion of the application which the applicant considers not to be confidential. If any material has been granted confidential treatment under State or federal law, or by a government agency, or the New York Stock Exchange, the circumstances should be described. All materials filed as part of this application are available for inspection, except for portions that are bound and labeled in capital letters, "CONFIDENTIAL" and that the Director determines to hold from public availability because of their confidential nature. The Director will not permit public inspection or copying of any material that is or would be confidential under State law. The Director will advise the applicant of any decision to make available to the public information labeled in capital letters, "CONFIDENTIAL". It should be understood that it may be necessary for the Director to release materials heretofore given confidential treatment. It should be further understood that even though parts of the application are considered "confidential" as far as public inspection is concerned, the Director may comment on the confidential submissions in any public statement in connection with the Director's decision on the application without prior notice to the applicant.

Ill. Admin. Code tit. 38, § 1075.2220

Amended at 30 Ill. Reg. 19068, effective December 1, 2006