11 CSR 45-51.040 - Disclosure of Ownership and Control
(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.
Notes
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