N.J. Admin. Code § 13:69A-5.6D

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

Section 13:69A-5.6D - New Jersey Supplemental Form to the Multi-Jurisdictional Business Form-Casino Company; Casino Holding and Intermediary Company

(a) A New Jersey Supplemental Form to the Multi-Jurisdictional Business Form shall be in a format prescribed by the Division and may require the applicant to provide the following information:

1. The home and mobile phone numbers of a primary and alternate person to be contacted in reference to the application;

2. The terms, conditions, rights, and privileges of all classes of voting, nonvoting, and security or other ownership interest issued, and the number of outstanding shares, and an explanation if the right of holders of any class of security may be modified otherwise than by a vote of a majority or more of the outstanding shares so affected, voting as a class;

3. A description of the nature, type, terms, covenants, conditions, and priorities of all outstanding bonds, loans, mortgages, notes, debentures, or other forms of indebtedness issued or executed, including loans made by shareholders, or to be issued or executed by the business entity, which mature more than one year from the date of issuance or which, by their terms, are renewable for a period of more than one year from the date of issuance;

4. The names, positions, and amount of compensation for individuals being compensated between $ 150,000 and $ 250,000;

5. The bank name, account number, branch, and authorized signatories for all bank or other financial institution accounts, whether foreign or domestic, held by the business entity, any nominee of the business entity, or entity under the indirect control of the business entity for the last 10 years;

6. The name and address of each company in which the business entity holds securities or other ownership interest, type of securities or other ownership interest held, purchase price per share or interest, number of shares held, and percentage of ownership, if more than five percent;

7. The name and address, date of birth, type and debt class of debt instrument held, original amount of debt, and current balance of debt for each person or entity holding any outstanding bonds, mortgages, trust deeds, notes, debentures, or other forms of indebtedness, regardless of amount, executed or issued by the business entity, that mature more than one year from the date of issuance or which, by their terms, are renewable for a period of more than one year from the date of issuance;

8. For bonus, profit sharing, pension, retirement, deferred compensation, and similar plans operated by the applicant, provide material features and methods of financing the plan, classes of participants, approximate number of persons in each class, and amounts distributed to each class of persons during the last fiscal year;

9. The name of the person appointed, the court, and the reason for appointment of any administrator, receiver, manager, liquidator, or provisional liquidator appointed to the applicant or its related companies due to insolvency;

10. Copies of the following documents:

i. Annual reports of the business entity that were submitted to shareholders or other persons during the last five years if not already submitted in response to the Multi-Jurisdictional Business Form;

ii. The last quarterly, unaudited financial statements prepared by or for the business entity; and

iii. Any current report prepared due to the occurrence of the following events: change in control of the business entity, acquisition or disposition of assets, bankruptcy or receivership proceedings, changes in the business entity's certifying accountant, or other material events;

11. All addresses from which the business entity is or will be conducting any business, as part of an agreement with a casino hotel;

12. The name, last known address, occupation(s) and date of birth of each incorporator or founding person of the business entity;

13. The annual compensation of each officer, director, or trustee of the business entity and form of compensation for the last calendar year and the amount to be received during the subsequent calendar year;

14. The name, home address, and date of birth of each shareholder, the class held, number of shares held, and the percentage of outstanding nonvoting securities or other ownership interest held;

15. A description of the nature, type, terms, conditions, and covenants of any other outstanding evidence of indebtedness or security device utilized by the business entity;

16. The name, address, and date of formation or birth of each person holding the debt or security devices in (a)15 above, the type of debt instrument held, the original debt amount, and current balance;

17. A description of the nature, type, terms, and conditions of all securities options issued by the applicant, including the title and amount of securities subject to option;

18. The name and address of each option holder in

(a)17 above, the options held, and the market value at the time of issuance;

19. Information regarding any transaction within the last five years involving a change in the beneficial ownership of the business entity's equity securities on the part of any current or former director, officer, or beneficial owner of more than 10 percent of any class of equity security, including the date and nature of the transaction, the parties to the transaction, including positions, and the names of the securities involved;

20. Copies of the following documents:

i. The last definitive Proxy or Information Statement filed pursuant to any securities laws;

ii. All Registration Statements filed in the last five years pursuant to any securities laws; and

iii. All reports and correspondence, submitted in the last five years by independent auditors for the business entity, which pertain to the issuance of financial statements, managerial advisory services, or internal control recommendations, including the name, address, and telephone number of the current outside auditor(s).

(b) In addition to the information in (a) above, a completed New Jersey Supplemental Form to the Multi-Jurisdictional Business Form may include the following documents, which shall be dated and signed by the president, chief executive officer, partner, general partner, or sole proprietor, 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 business entity as requested by the Division;

3. Consent to inspection, searches, and seizures and the supplying of handwriting exemplars, in accordance with N.J.S.A. 5:12-80.c; and

4. A waiver of liability as to the State and its instrumentalities and agents for any damages resulting to the business entity from any disclosure or publication of information acquired during the license or investigation process, in accordance with N.J.S.A. 5:12-80.b.

N.J. Admin. Code § 13:69A-5.6D

Adopted by 50 N.J.R. 602(a), effective 1/16/2018