Last updated: 6/4/2019
Filing Of Information Pertaining To A Control Bid {041}
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Description
Form 041 File Number FILING OF INFORMATION PERTAINING TO A CONTROL BID Pursuant to Section 1707.041 of the Revised Code of Ohio Division Record Do Not Fill In Date Checked By Notation Received by Division: Record Made: Other filings under this section by this Offerer: File No. File No: INSTRUCTIONS: Responses may be made either directly on this form, by reference to documents and exhibits filed with this form, or a combination of both. If the space provided on this form is inadequate for full response, of if response will be made by referring to a d ocument or exhibit filed with this form, attach an exhibit numbered to correspond to the number of the item being answered, and note that reference to the exhibit in the space provided. If the exhibit consists of more than one page, indicate the relevant page number(s). If there is more than one Offeror, each Offeror should fill out Part Two of this form. Please DO NOT LEAVE ANY ITEM BLANK. If an item will not be answered, note either that the item is not applicable (NA), or, if reasonable investigation of information actually or publicly available to the Offeror has not revealed the answer, that the answer is unknown (UK). PART ONE: SUBJECT COMPANY EXHIBIT REFERENCES 1. State the name and principal place of business of the Subject Company, including the street address, telephone number and facsimile number. State the name, address, telephone number and facsimile 1707.01(Y)(1) 2. State the location of the principal executive office of the Subject Company, including the address, telephone number and facsimile number: 1707.01(Y)(1) Division of Securities 77 South High Street 22 nd Floor Columbus, Ohio 43215 COM 4522 4 /11 /19 An Equal Opportunity Employer and Service Provider 614 - 644 - 7381 Fax: 614 - 728 - 2846 Investor Protection Hotline: 877 - 683 - 7841 TTY/TDD: 800 - 750 - 0750 com.ohio.gov American LegalNet, Inc. www.FormsWorkFlow.com Ohio Department of Commerce FORM 041 PART ONE: SUBJECT COMPANY (Continued) EXHIBIT REFERENCES 3. State the form of organization of the Subject Company, the date on which it was formed, and jurisdiction in which it was organized: 1707.041(A)(2)(h) 1707.23(A) 4. Indicate if the Subject Company is any of the following: A banking corporation subject to regulation by the Ohio Division of Financial Institutions YES NO A savings and loan association subject to regulation by the Ohio Division of Financial Institutions. YES NO A public utility corporation subject to regulation by the Ohio Public Utilities Commission YES NO 1707.041(C) 1707.01(M) 1707.01(O) 5. Identify the current executive officers and directors of the Subject Company, including the title, city and state of residence and beneficial share ownership of each person: 1707.01(Y) 1707.031(A)(2)(h) 1707.23(A) 6. securities (include all kinds and classes of stocks , bonds, debentures, promissory notes, warrants, options, or other securities), authorized by the Articles of Incorporation or other document of the Subject Company, and the terms of each security. For EACH security, state the number or amount authorized, the number or amount outstanding, the market on which it is traded, its trading symbol, and the name and address of its transfer agent: 1707.01(Y) 1707.041(A)(2)(h) 1707.23(A) 7. The subject Company has record and beneficial holders, respectively, of its equity securities. , or % of the record and beneficial holder, are residents of Ohio and their ownership constitutes % of the record and % of the beneficial holders of such equity securities, respec tively. 1707.01(Y)(1) 1707.01(Z) 1707.01(BB) 1707.23(A) 8. State the approximate fair market value, in dollars, of the assets located in Ohio which the Subject Company owns or controls 1707.01(Y)(1) 1707.23(A) American LegalNet, Inc. www.FormsWorkFlow.com Ohio Department of Commerce FORM 041 PART ONE: SUBJECT COMPANY (Continued) EXHIBIT REFERENCES 9. Describe the location and general character of the principal physical properties of the Subject Company and its subsidiaries: 1707.041(A)(2)(d) 1707.041(A)(2)(h) 1707.23(A) 10. State the locations in Ohio where the Subject Company has employees, and the approximate number of employees in each location: 1707.041(A)(2)(d) 1707.23(A) PART TWO, OFFERER EXHIBIT REFERENCES 11. State the name and principal place of business of the Offeror, including its street address and telephone number: 1707.01(W) 1707.041(A)(2)(b) 1707.041(A)(2)(g) 12. State the form of organization of the Offeror (e.g., partnership corporation, association), the data on which it was formed, and jurisdiction in which it was organized (including country and state, province, or other political subdivision): 1707.01(W) 1707.041(A)(2)(g) 13. Indicate if the Offeror is any of the following: A banking corporation subject to regulation by the Ohio Division of Financial Institutions YES NO A savings and loan association subject to regulation by the Ohio Division of Financial Institutions. YES NO A public utility corporation subject to regulation by the Ohio Public Utilities Commission YES NO 1707.041(C) 1707.01(M) 1707.01(O) 14. Identify the executive officers and directors (or partners, if the Offeror is a partnership, or other similar persons if the Offeror is in another form or entity) of the Offeror for the past three years, including the title, term of office, and city and state of residence of each person (in an exhibit, supply a bio graphy for all persons identified in this item): 1707.01(W) 1707.041(A)(2)(g) American LegalNet, Inc. www.FormsWorkFlow.com Ohio Department of Commerce FORM 041 PART TWO, OFFERER (Continued) EXHIBIT REFERENCES 15. securities (include all kinds and classes of stocks, bonds, debentures, promissory notes, warrants, options, or other securities), authorized by the Articles of Incorporation or other document of the Offeror, and the terms of each security. For EACH secur ity, state the number or amount authorized, the number of amount outstanding, the market on which it is traded, its trading symbol, and the name and address of its transfer agent: 1707.01(W) 1707.041(A)(2)(c) 1707.041(A)(2)(g) 16. List the subsidiaries and affiliates of the Offeror, including its name, form of organization, the jurisdiction in which it was organized and, if different, the jurisdiction of its principal executive offices and the owner and percentage of ownership of each subsid iary and affiliate: 1707.01(W) 1707.041(A)(2)(g) 1707.041(A)(2)(h) 17. Describe the location and general character of the principal physical properties of the Offeror, including those of the related entities described in item No. 16: 1707.01(W) 1707.041(A)(2)(g) 18. Describe any pending legal proceedings, other than routine litigation to which the Offeror, including the related entities described in Item No. 16, is a party or of which any of their property is the subject: 1707.01(W) 1707.041(A)(2)(g) 19. Describe the business done and projected by the Offeror, including the related entities described in Item 16, and the general development of such business over the past three years: 1707.01(W) 1707.041(A)(2)(g) 20. Describe the approximate amount of any material interest, direct or indirect, of any of the directors or officers of the Offeror in any material transaction during the past three years, or in any proposed material transaction to which the Offeror, including the rel ated entities described in Item No. 16, was or is to be a party: 1707.01(W) 1707.041(A)(2)(g) 21. Identify all persons and entities, including the city and state of legal and actual residence or location, on whose behalf the acquisition of any equity security of the Subject Company has been or is to be effective, and describe the securities of the Subject Company of which each is the beneficial or record owner, or which each has a right to acquire, directly or indirectly, and the amount of each type o f security owned by each person or entity (in an exhibit, supply the background for all persons identified in this item): 1707.01(A)(2)(b) 1707.041(A)(2)(e) American LegalNet, Inc. www.FormsWorkFlow.com Ohio Department of Commerce FORM 041 PART TWO, OFFERER (Continued) EXHIBIT REFERENCES 22. If