N.Y. Comp. Codes R. & Regs. tit. 3 § 113.2

Current through Register Vol. 46, No. 43, October 23, 2024

Section 113.2 - Application

The letter application should

(a) be accompanied by a conformed copy of any stock purchase agreement, the financial statements referred to in section 113.3 of this Supervisory Procedure, and a certified copy of the resolution of applicant's board of directors approving the investment and specifying the number of shares to be purchased and their purchase price, and

(b) contain the following information (a cross-reference to the applicable section of a stock purchase agreement may be substituted):

(1) name of the proposed service corporation;

(2) a detailed description of its present business, any proposed change in its business, or, if a company is to be formed, a brief description of the business which the proposed service corporation will engage in;

(3) the location of each of its offices;

(4) the proposed location of its records;

(5) brief descriptions of the experience and qualifications of the senior officers of the proposed service corporation and of the officers of the applicant who are to supervise its affairs;

(6) the purchase price of the stock to be purchased and the manner in which the purchase price is to be paid;

(7) the number and percentage of the outstanding shares of each class of stock to be purchased;

(8) the total number of shares, if any, of the proposed service corporation to be purchased, directly or indirectly, by the applicant from officers or directors thereof and the name of and amount to be purchased from each such officer and director;

(9) the names of any persons other than the applicant who will be major stockholders of the proposed service corporation following the proposed investment, the number of shares to be owned by each such stockholder and his relationship, if any, to the applicant or to any of its officers or directors;

(10) the amount of any finder's fees, broker's fees or commissions to be paid in connection with the proposed investment, the name of the person or persons to whom payment is to be made and their relationship, if any, to the applicant or to any of its officers or directors;

(11) a statement as to whether the applicant plans to make loans to the proposed service corporation, or guarantee any of its obligations and, if so, the details of any such arrangements;

(12) a statement of the benefits to be realized by applicant as a result of the proposed investment; and

(13) a statement outlining the reasons for this investment which should include objectives, business factors and market information.

N.Y. Comp. Codes R. & Regs. Tit. 3 § 113.2