760 IAC 1-3-3 Second or subsequent stock issues; approval

Sec. 3. SECOND OR SUBSEQUENT ISSUES OF STOCK BY AN INSURANCE COMPANY HERETOFORE OR HEREAFTER ORGANIZED. (1) A second or subsequent issue of stock by a stock insurance company heretofore or hereafter organized (stock issued as a dividend excepted) shall be cleared with the Commissioner through the identical process described in paragraph II [ 760 IAC 1-3-2] above in relation to a company in the process of incorporation, except that the Commissioner will not require the submission of information already in his file on certification by the company that a duplication would result were a stated requirement fulfilled. (2) With respect to a second or subsequent issue of stock by a company which has been in existence for a period less than six years, the information and agreements described in subparagraphs (a) and (b) below shall be submitted to the Commissioner in addition to the data required in paragraph 1 above, namely: (a) A statement showing parallel columns the names and addresses of the directors, officers and the ten largest stockholders of the company and, separately, of any related or subsidiary company, and the number of shares of the company or companies respectively owned by each of such persons. (b) An agreement on the part of each director, officer or stockholder owning, in the case of the latter, 10% or more of the respective stocks described in (a) above, to the effect that such director, officer or stockholder will not, during the period the stock is being offered and for the period of six months following the termination of the offering period, sell or offer for sale any stock he may own or which he controls in such company or companies at a price higher than the price at which was acquired by him or by any other person for his use and benefit. In applying this subparagraph to any director, officer or stockholder, he shall be regarded as owning stock in which he has a beneficial interest or which, regardless of discernible beneficial interest, is registered in the name of his wife, child, father or mother, or any or all of same. (3) The Commissioner's approval of a second or subsequent issue of stock will not be granted if it appears from all the facts and circumstances presented to the Commissioner that the motivation for such issue is the personal advantage of directors, officers or stockholders as distinguished from a need of the company for additional capital.