N.J. Admin. Code § 13:69A-5.15A

Current through Register Vol. 56, No. 17, September 3, 2024

Section 13:69A-5.15A - Business Entity Disclosure Form-Ancillary Casino Service Industry Enterprise License

(a) A Business Entity Disclosure Form-Ancillary Casino Service Industry Enterprise (BED-ACSI) shall be in a format prescribed by the Division and require the enterprise to provide the following information:

1. The current or former official and trade names used and the dates of use;

2. The current and former business addresses within the last 10-year period and dates of use;

3. The business telephone number;

4. The name, title, and telephone number of the contact person;

5. Whether the application is for initial licensure or retention of that license and, if retention, the license number and date of last submission;

6. If the license applicant is other than the enterprise filing the form, the reason for filing and the nature of the filing enterprise's relationship to the license applicant;

7. The business form and, as appropriate, a copy of the certificate of incorporation, charter, bylaws, partnership agreement and all amendments, trust agreement, or other documentation relating to the legal organization of the enterprise;

8. If a publicly traded corporation, the stock exchange its stock is traded on and its symbol;

9. The Federal Employer Identification Number;

10. A description of the present and any former business engaged in or intended to be engaged in by the enterprise and any parent, holding, intermediary, or subsidiary company within the past five years and similar information for former businesses for the past 10 years;

11. A description of the nature, type, number of shares, terms, conditions, rights, and privileges of all classes of stock issued by the enterprise, if any, and the amount outstanding of each, or which the enterprise plans to issue;

12. The name, address, date of birth (if appropriate), class of non-voting stock, number, and percentage of shares held by each person or entity having a beneficial interest in any non-voting stock;

13. The name, home address, date of birth, current title or position, and if applicable, number of shares and class of stock and percentage of ownership for the following persons:

i. Each officer, director, or trustee;

ii. Each partner whether general, limited, or otherwise;

iii. The sole proprietor;

iv. Each natural person or entity that directly or indirectly holds any beneficial or ownership interest of five percent or more of the entity completing the form;

v. Each sales representative or other person who will regularly solicit business from a casino licensee;

vi. Each management person who supervises a regional or local office that employs sales or junket representatives or other persons who regularly solicit business from a casino hotel;

vii. Any other person not otherwise specified in (a)13i through vi above who has signed or will sign any agreement with a casino licensee;

viii. If a junket enterprise, in addition to (a)13iv above, each junket representative who will deal directly with casino licensees and their employees;

14. A flow chart that illustrates the ownership of any other enterprise that holds an interest in the filing enterprise;

15. The name, last known address, date of birth, position, dates the position was held, and reason for leaving for any former officers or directors who held such office during the preceding 10 years;

16. The annual compensation of each partner, officer, director, and trustee;

17. The name, home address, date of birth, position, length of time employed, and the amount of compensation of each person, other than the persons identified in (a)13 above, who is currently expected to receive annual compensation of more than $ 300,000;

18. A description of all bonus, profit sharing, pension, retirement, deferred compensation, or similar plans in existence or to be created by the enterprise;

19. If the enterprise is a partnership, a description of the interest held by each partner, whether limited or general, amount of initial investment, amount of additional contribution, amount and nature of any anticipated future investments, degree of control of each partner, percentage of ownership of each partner, and method of distributing profits to each partner;

20. A description of the nature, type, terms, covenants, and priorities of all outstanding debt and the name, address, and date of birth of each debt holder or security holder, type and class of debt instrument held, original debt amount, and current debt balance;

21. A description of the nature, type, terms, and conditions of all securities options;

22. The following information, for the last 10 years, for each account held by a bank, savings and loan association, or other financial institution, whether foreign or domestic, in the name of the enterprise or its nominee, or which is otherwise under the direct or indirect control of the enterprise:

i. The name and address of the financial institution;

ii. The type of account;

iii. The account numbers; and

iv. The dates held;

23. The name and address of each company in which the enterprise holds stock, type of stock held, purchase price per share, number of shares held, and percentage of ownership indicating any holding of five percent or more of ownership held;

24. Information regarding any transaction during the past five years involving a change in the beneficial ownership of the enterprise's securities on the part of an officer or director who owned more than 10 percent of any class of equity security either directly or indirectly;

25. A description of any civil, criminal, administrative, and investigatory proceedings in any jurisdiction in which the enterprise or its subsidiaries have been involved as follows:

i. Any arrest, indictment, charge, or conviction for any criminal or disorderly persons offense;

ii. Any criminal proceeding in which the enterprise or its subsidiaries has been a party or has been named as an unindicted co-conspirator;

iii. Existing civil litigation if damages are reasonably expected to exceed $ 100,000, except for claims covered by insurance;

iv. Any judgment, order, consent decree, or consent order entered against the enterprise pertaining to a violation or alleged violation of the Federal antitrust, trade regulation, or securities laws or similar laws of any state, province, or country; and

v. Any judgment, order, consent decree, or consent order entered against the enterprise pertaining to a violation or alleged violation of any other State or Federal statute, regulation, or code that resulted in the imposition of a fine or penalty of $ 50,000 or more;

26. Within the last 10 years, for the enterprise and any holding or intermediary company, information regarding any judgments or petitions by or against it for bankruptcy or insolvency and any relief sought under any provision of the Federal Bankruptcy Act or any state insolvency law, and any receiver, fiscal agent, trustee, reorganization trustee, or similar officer appointed for the property or business of the enterprise or its parent, including any holding, intermediary, or subsidiary company;

27. Within the last 10 years, whether the enterprise has had any license or certificate denied, suspended, or revoked by any government agency in this State or any other jurisdiction, the nature of such license or certificate, the agency and its location, the date of such action, the disposition, the reasons therefor, and the facts related thereto;

28. Whether the enterprise has ever applied for a license, permit, or authorization to participate in any lawful gaming operation in this State or any other jurisdiction, the agency and its location, date of application, the activity, identifying number, and expiration date of each license, permit, or authorization;

29. Within the last 10 years, whether the enterprise or any director, officer, partner, employee, or person acting for or on behalf of the enterprise has made bribes or kickbacks to any employee, company, organization, or government official, foreign or domestic, to obtain favorable treatment or to obtain a competitive advantage;

30. Within the last 10 years, whether the enterprise has:

i. Donated or loaned its funds or property for the use or benefit of, or in opposing or supporting any government, political party, candidate, or committee, either foreign or domestic;

ii. Made any loans, donations, or disbursements to its directors, officers, partners, or employees for the purpose of making political contributions or reimbursing such individuals for political contributions, either foreign or domestic; or

iii. Maintained a bank account or other account, either foreign or domestic, not reflected on its books or records, or maintained any account in the name of a nominee for the enterprise;

31. The names and addresses of any current or former directors, officers, partners, employees, or third parties who would have knowledge or information concerning (a)29 and 30 above;

32. A copy of each of the following:

i. Annual reports for the past five years;

ii. If the enterprise is a corporation registered under the Securities Act of 1933 or the Securities Exchange Act of 1934, any annual reports prepared within the last five years on Form 10K pursuant to the Securities Exchange Act of 1934;

iii. An audited financial statement for the last fiscal year, including, without limitation, an income statement, balance sheet, statement of sources, and application of funds, and all notes to such statements and related financial schedules;

iv. Copies of all annual financial statements, whether audited or unaudited, prepared in the last five fiscal years, any exceptions taken to such statements by an independent auditor, and the management response thereto;

v. Any current report prepared due to a change in control of the enterprise, an acquisition or disposition of assets, a bankruptcy or receivership proceeding, a change in the enterprise's certifying accountant, or any other material event, or, if the enterprise is registered with the SEC, a copy of the most recently filed Form 8K;

vi. The most recent Proxy or Information Statement filed pursuant to Section 14 of the Securities Exchange Act of 1934; and

vii. Registration Statements filed in the last five years pursuant to the Securities Act of 1933;

33. An organizational chart of the enterprise, including position descriptions and the name of the person holding each position;

34. Copies of all Internal Revenue Forms 1120 (corporate income tax return), all Internal Revenue Forms 1065 (partnership return), or all Internal Revenue Forms 1040 (personal return) filed for the last five years; and

35. A copy of a business registration certificate or other proof of valid business registration with the Division of Revenue in the New Jersey Department of the Treasury.

(b) In addition to the information in (a) above, a completed BED-ACSI shall include the following documents, which shall be dated and signed by either the president, chief executive officer, partners, general partner, sole proprietor, or other authorized person and notarized:

1. An affidavit of truth;

2. A release authorization directing all courts, probation departments, selective service boards, employers, educational institutions, banks, financial and other institutions, and all governmental agencies, Federal, state, and local, both foreign and domestic, to release any and all information pertaining to the enterprise as requested by the Division; and

3. An acknowledgment of receipt of notice regarding confidentiality, consent to search, and non-refundability of filing fees.

N.J. Admin. Code § 13:69A-5.15A

New Rule, R.2013 d.131, effective 11/4/2013.
See: 45 N.J.R. 1581(a), 45 N.J.R. 2392(b).