Mo. Code Regs. tit. 11 § 45-51.040

Current through Register Vol. 49, No.12, June 17, 2024

Section 11 CSR 45-51.040 - Disclosure of Ownership and Control

PURPOSE: The purpose of this rule is to set forth the disclosure of ownership and control required in an application for Class A license.

(1) An application for Class A license must disclose-

(A) The applicant's full name and the type of organizational structure under which the organization operates; and

(B) The business address and telephone number of the organization.

(2) If the applicant is an individual, the license application must disclose-

(A) The applicant's legal name;

(B) Whether the applicant is a United States citizen;

(C) Any aliases or business names which have ever been or are being used by the applicant; and

(D) Copies of the state and federal tax returns for the past five (5) years.

(3) If the applicant is a corporation, the application must disclose-

(A) The applicant's full corporate name and any trade names or fictitious names used by the applicant in this or any other jurisdiction;

(B) The jurisdiction and date of incorporation;

(C) The date the applicant commenced doing business in the state of Missouri, if any, and if the applicant is incorporated in any jurisdiction other than Missouri, a copy of the applicant's certificate or authority to do business in Missouri;

(D) Copies of each of the following:

1. Articles of incorporation;

2. Bylaws;

3 .Federal corporate tax returns for the past five (5) years; and

4. State corporate tax returns for the past five (5) years;

(E) A statement of the general nature of applicant's business;

(F) Whether the applicant is publicly held as defined by the rules of the Securities and Exchange Commission;

(G) All the classes of stock authorized by the articles of incorporation. As to each class the applicant shall disclose-

1. The number of shares authorized;

2. The number of shares issued;

3. The number of shares outstanding;

4. The par value of each share;

5. The issue price of each share;

6. The current market price of each share;

7. The number of shareholders currently listed on the corporate books; and

8. The terms, rights, privileges and other information each class of stock possesses;

(H) If the applicant has any other obligations or securities authorized or outstanding which bear voting rights either absolutely or upon any contingency, together with the nature of the obligations. In addition, the following shall be disclosed for each obligation:

1. The face or par value;

2. The number of units authorized;

3. The number of units outstanding; and

4. Any conditions upon which the units may be voted;

(I) The names in alphabetical order and addresses of the directors. As to each director the following information shall be included:

1. The number of shares held of record as of the application date;

A. If the director owns no shares the application shall so state; and

B. Ownership of shares shall include beneficial owners as that term is defined in section 313.600.4., RSMo (1986);

(J) The names, in alphabetical order, and addresses of the officers of the applicant. As to each officer the following information shall be included:

1. The number of shares held on record as of the application date;

A. If the director owns no shares the application shall so state; and

B. Ownership of shares shall include beneficial owners as that term is defined in section 313.600.4., RSMo (1986);

(K) The names, in alphabetical order, and addresses of each record stockholder of the corporation. Stockholder shall mean record owners as defined in section 313.600.4.,RSMo (1986). The applicant shall also include a percentage of the voting shares of stock owned by each record stockholder;

(L) Each jurisdiction, including the United States, for which the corporation has met filing and disclosure requirements of state securities registration and filing laws, the Securities Act of 1933 or the Securities and Exchange Act of 1934. The applicant shall include the most recent registration statement and annual report filed with the Securities and Exchange Commission and each state in which the corporation has registered or filed the report:

1. If the applicant has not registered or filed any statements with the commissioner of securities of the secretary of state of Missouri the applicant must state the reason the filing has not been made including specific reference to the exemption or exception upon which the applicant relies for not filing with the commissioner of securities of the state of Missouri; and

2. If the applicant has filed with the commissioner of securities of the state of Missouri, copies of all filings beginning with the most recent up to and including the first statement filed or for the past five (5) years, whichever is shorter, shall be included in the application.

(4) If the applicant is an organization other than a corporation the following information must be disclosed:

(A) The applicant's full name including any trade names or fictitious names currently in use by the applicant in Missouri or any other jurisdiction;

(B) The jurisdiction in which the applicant is organized;

(C) Copies of any written agreement, constitution or other document creating or governing the applicant's organization, powers of organization; and

(D) The date the applicant commenced doing business in Missouri.

1. If the applicant is organized under laws other than the state of Missouri a copy of the authorization of the state of Missouri to do business in Missouri.

2. If no authorization to do business in Missouri has been obtained, the applicant must state the reason the authorization has not been obtained;

(E) The applicant's federal and state tax returns for the past five (5) years.

1. If the applicant has not filed tax returns for each of the past five (5) years, the applicant shall state for each year a return was not filed the reason the return has not been filed.

2. If reasons for not filing tax returns in any years are the same, the applicant may explain those reasons together and need not set out each year separately;

(F) The general nature of the applicant's business;

(G) The names, in alphabetical order, and addresses of each partner, officer or other person having or sharing policy-making authority. As to each such person, the applicant must disclose-

1. The nature and extent of any ownership interest.

A. Ownership interest shall include any beneficial owner which is covered by section 313.600.4., RSMo (1986).

B. Any voting interest, whether absolute or contingent and the terms upon which the interest may be voted;

(H) The names, in alphabetical order, and addresses of any individual or other entity who holds a record or beneficial ownership as defined in section 313.600.4., RSMo (1986) in the application. The following information shall be given concerning each individual:

1. The nature of the ownership interest;

2. Whether the ownership interest carries a vote and the terms upon which the interest may be voted; and

3. The percentage of ownership.

(5) Whether the applicant is directly or indirectly controlled to any extent or in any manner by another individual or entity. If so, the applicant must disclose the identity of the controlling entity and a description of the nature and extent of the control. If the controlling entity is not an individual, the information required by this rule for the corporation or partnership or other organization controlling the applicant must be disclosed.

(6) Any agreements or understandings which the applicant or any individual or entity identified in this rule has entered into regarding ownership or operation of the applicant's track. If the agreement or understanding is written, a copy of the agreement must accompany the application. If the agreement or understanding is oral, the terms shall be reduced to writing and must accompany the application. Should the agreement or understanding be contingent in nature, the applicant shall disclose the nature of the contingency.

(7) Any agreements or understandings which the applicant has entered into for the payment of fees, rents, salaries or other compensation by the applicant or to the applicant. If the agreements or understandings are written, copies of the written documents must accompany the application. If the agreement or understanding is oral, the terms shall be reduced to writing and must accompany the application. Should the agreement or understanding be contingent in nature, the applicant shall disclose the nature of the contingency.

(8) Whether any officer, director or stockholder, as that term is defined in section 313.580.2., RSMo (1986) has been-

(A) Convicted of a felony; and

(B) Convicted of or pled nolo contendere to any illegal gambling activity.

(9) Whether the applicant, any partner, director, officer, policy-maker, stockholder, as that term is defined in section 313.600.4., RSMo (1986), currently holds or has ever held a license or permit issued by a governmental authority to own and operate a horse racing facility or conduct any aspect of horse racing or gambling. If the applicant has held or holds a license or permit, the applicant must disclose-

(A) The identity of the license or permit holder;

(B) The jurisdiction issuing the license or permit;

(C) The nature of the license or permit; and

(D) The dates of issuance and termination, if any.

(10) The applicant shall provide a detailed itemized summary of all income received and expense incurred relating to the preparation of the application and pursuit of a Class A license. The summary shall include the source of income and the amount paid, the recipient and a brief description of goods or services purchased. The summary shall be updated by the applicant periodically throughout the application process.

11 CSR 45-51.040

AUTHORITY: sections 313.580 and 313.600.4, RSMo 1986.* This rule originally filed as 12 CSR 50-11.040. Original rule filed June 17, 1986, effective Oct. 27, 1986. Amended: Filed June 6, 1989, effective Aug. 24, 1989. Moved to 11 CSR 45-51.040, effective Aug. 28, 1995.

*Original authority: 313.580, RSMo 1986; 313.600, RSMo 1986.