1. (1) a discussion of the general development of the business over the past two years;
2. (2) a description of the principal services or products and any significant change therein during the past two years;
3. (3) a list of each customer or group of related customers, which accounts, either singly or in the aggregate, for 10 percent or more of the gross revenues of the business. Indicate whether such customers are directly related to or affiliated with the applicant or its affiliates and if so, how;
4. (4) a list of the major suppliers of the business. Indicate whether such suppliers are directly or indirectly related to or affiliated with the applicant or its affiliates, and if so, how;
5. (5) a description of the source and availability of financing, if any, for the business. If any part consists of debt financing, provide the name and address of the lender(s) and describe the maturities and other terms of such financing; and

6. (6) a breakdown of the gross revenues of the business for the past two years, showing the approximate amount of revenues, before income taxes and extraordinary items, attributable to each line of business which accounted for 10 percent or more of the revenues and/or losses of the business in either of the years covered.

   (c) Applicant's directors, partners, etc.

7. (1) List the name, title, citizenship, home address and number and percentage of applicant's shares owned, beneficially and/or of record, by each of applicant's directors and principal executive officer, or, in the case of a partnership, the name, home address and percentage interest therein of each of the partners. If applicant is a corporation, list all other persons owning, beneficially and/or of record, one percent or more of the shares of the applicant.
8. (2) List, for each director and principal executive officer of the applicant, or if applicant is a partnership, for each of the partners and for each individual controlling any partner, all material occupations, positions, offices or employment during the last 10 years, providing the starting and ending dates of each and the name and address and principal activities of any business, corporation or other entity in which each occupation, position, office or employment was carried on.
9. (3) State whether or not any of the directors or principal executive officers of the applicant, or if applicant is a partnership, if any of the partners or persons controlling such partners, has been convicted in a criminal proceeding or proceedings (excluding traffic violations) or has been the subject of a bankruptcy proceeding or proceedings, and if so, provide dates, nature of the proceeding(s) or conviction(s), name(s) and location of court(s) and disposition of the matters.

10. (4) State whether or not any of the directors or principal executive officers of the applicant, or if applicant is a partnership, whether or not any of the partners or persons controlling such partners:

    1. (i) directly or indirectly owns, either beneficially or of record, five percent or more of the equity interests of any banking organization; or

    2. (ii) directly or indirectly controls five percent or more of the equity interests of any banking organization.

       If the answer to (i) or (ii) is “yes”, identify the director, officer or other person, the banking organization(s) involved, the nature and extent of such ownership and/or control, and the jurisdictions in which the organization(s) are chartered.

       (d) Claims.

       Summarize all:

11. (1) investigations, and civil and criminal proceedings by any Federal, State, local or foreign governmental agency; and

12. (2) claims which involve the applicant, each affiliate referred to in section 117.3(c)(2) of this Supervisory Procedure, or any other significant subsidiary or affiliate of the applicant which are currently pending or threatened, and which are either:

    1. (i) material; or

    2. (ii) related to the character of the applicant.

       The summary must include the names of the parties, the agencies, courts or other tribunals before which the investigations, proceedings or claims are pending, if any, the status thereof, and the amount (or a reasonable estimate thereof) involved.

       (e) Corporate or partnership documents.

       With respect to the applicant, each affiliate referred to in section 117.3(c)(2) of this Supervisory Procedure, and any other significant subsidiary or affiliate of the applicant, provide copies of:

13. (1) In the case of a partnership, the partnership certificate and all amendments thereto duly certified by an appropriate official of the jurisdiction of organization, and the partnership agreement, with all amendments thereto duly certified by a general partner;

14. (2) In the case of a corporation or other entity:

    1. (i) the certificate of incorporation, charter or other organizational certificate and all amendments thereto, duly certified by the Secretary of State (or other appropriate official of the jurisdiction of organization); and

    2. (ii) a copy of the bylaws, as amended to date, duly certified by an appropriate officer.

       (f) Ownership or control of banking organizations.

       State whether or not the applicant or any affiliate of the applicant:

15. (1) directly or indirectly owns, either beneficially or of record, five percent or more the equity interest in any banking organization; or

16. (2) directly or indirectly controls five percent or more of the equity interest in any banking organization.

    If the answer to (1) or (2) is “yes”, identify the banking organization(s) involved, the nature and extent of such ownership and/or control, and the jurisdiction(s) in which the organization(s) are chartered.

    (g) Financial statements.

    Provide the following financial statements:

17. (1) Consolidated and consolidating statements of condition as of the last day of each of the three fiscal years immediately preceding the date of the application and consolidated and consolidating statements of income, changes in financial position and changes in shareholders' equity for such three fiscal years for:

    1. (i) the applicant and its subsidiaries; and
    2. (ii) each unconsolidated affiliate of the applicant and its subsidiaries, each accompanied by a report thereon by an independent certified public accountant, stating that such financial statements present the information purported to be shown therein fairly and in conformity with generally accepted accounting principles consistently applied, and stating in the report any exceptions thereto.

18. (2) A consolidated and consolidating statement of condition as of the last day of the calendar quarter immediately preceding the date of the application and consolidated and consolidating statements of income, changes in financial position and changes in shareholders' equity for the period beginning on the first day of the fiscal year then in progress and ending on such last day, for:

    1. (i) the applicant and its subsidiaries; and

    2. (ii) each unconsolidated affiliate of the applicant and its subsidiaries, accompanied by a report of an independent certified public accountant stating that:

       1. (a) he has reviewed such interim financial statements (indicating the scope of his review); and

       2. (b) on the basis of such review and consultation with the officers of the applicant or the affiliate responsible for financial and accounting matters and such other inquiries as he deems necessary, nothing has come to his attention which, in his judgment, would indicate that:

          1. (1) such interim financial statements were not prepared in accordance with generally accepted accounting principles consistent with those followed in the preparation of the certified financial statements referred to in section 117.4(g)(1) of this Supervisory Procedure or do not present fairly the information purported to be shown; or
          2. (2) during the period covered by the interim financial statements, there has been any material change in the capital stock or funded debt of the applicant or the affiliate, as the case may be, or of any of their respective subsidiaries.

19. (3) A copy of the annual reports for each of the two fiscal years ended immediately prior to the date of the application sent to or prepared for the shareholders of:

    1. (i) the applicant;
    2. (ii) each affiliate of the applicant referred to in section 117.3(c)(2) of this Supervisory Procedure; and

    3. (iii) each other significant subsidiary or affiliate of applicant.

       (h) Prospecti.

       Copies of the most recent prospectus filed with the Securities and Exchange Commission by:

20. (1) the applicant;
21. (2) each affiliate of the applicant referred to in section 117.3(c)(2) of this Supervisory Procedure; and

22. (3) any other significant subsidiary or affiliate of the applicant.

    (i) Banking and securities brokerage firm relationships.

23. (1) Provide a list of all banking organizations and securities brokerage firms with which:

    1. (i) the applicant;
    2. (ii) each affiliate of the applicant referred to in section 117.3(c)(2) of this Supervisory Procedure; and

    3. (iii) each other significant subsidiary or affiliate of the applicant has or within the past five years has had a banking or customer relationship.

       The list should summarize the name of each such relationship and indicate the principal office of the banking organization or securities brokerage firm at which the relationship is or was maintained.

24. (2) Provide a letter addressed to each of the banks or brokerage firms referred to in section 117.3(i)(1) of this Supervisory Procedure authorizing the addressee to provide the superintendent and his representatives with such financial or other information concerning the applicant and its affiliates as the superintendent or his representatives may request.

    (j) Affiliations chart.

    Provide a chart clearly presenting the identities of an interrelationships among, the applicant and all affiliates of the applicant. The chart should indicate:

25. (1) the percentage of voting securities of each person who controls, is controlled by, or is under common control with, the applicant;
26. (2) if control of any such person is maintained other than by the ownership or control of voting securities, the basis of such control; and

27. (3) the names of any other persons owning shares of any affiliates of the applicant.

    The chart should also indicate, for each person specified in the chart, the type of organization (e.g., corporation, trust, partnership) involved and the state or other jurisdiction of domicile.

(a) Name and address of applicant.

Set forth the name and address of the applicant and the name and address of the officer or partner to whom all communications from the Department of Financial Services should be addressed.

(b) Applicant's business.

Describe fully the business of the applicant, each affiliate of the applicant referred to in section 117.3(c)(2) of this Supervisory Procedure, and each other significant subsidiary or affiliate of the applicant, including the name, state or country of incorporation, percentage ownership and business of each such subsidiary and affiliate. The description of business should include, but not be limited to, the following: