Missouri Code of State Regulations › Title 11 - DEPARTMENT OF PUBLIC SAFETY › Division 45 - Missouri Gaming Commission › Chapter 4 - Licenses › Section 11 CSR 45-4.030 - Application for Class A or Class B License

Current through Register Vol. 49, No. 14, July 15, 2024
PURPOSE: This amendment adds a requirement for
				  political contributions to be reported for other locations as well as
				  Missouri.
(1) License
				application shall be made on a form obtained from the commission. Each Class A
				or Class B license applicant must submit the Riverboat Gaming Application Form
				for itself, a Key Person and License Level I Application for each individual
				key person associated with the application and a Key Business Entity Riverboat
				Application Form for each key business entity associated with the applicant.
				The applicant must also submit Personal Disclosure Form II for any other person
				or entity (other than occupational licensees) associated with the applicant in
				any way, who is required by the commission or the director to execute such
				forms, which forms shall become part of the Class A or Class B application
				along with the key person/key business entity forms. A copy of all necessary
				forms is available for public inspection at the offices of the commission and
				online at the commission's web site.
(2) For a Class A or Class B license an
				applicant must disclose on an application form obtained from the commission at
				a minimum-
(A) The applicant's full name,
				telephone number and the type of organizational structure under which the
				organization operates, including, without limitation, whether the applicant is
				an operating company or a holding company, identification of key persons/key
				business entities, including identification of chief administrative officers,
				the background and skills of applicant and key persons;
(B) The business address and telephone number
				of the organization and all former addresses within ten (10) years, and all
				addresses of subsidiary or parent corporations;
(C) The name, address and telephone number of
				applicant's registered agents, legal representatives, accounting
				representatives, banking and financial representatives, underwriters and
				custodian of records in Missouri and elsewhere;
(D) Information on the ability of applicant
				and key persons/key business entities to conduct gaming operations;
(E) If the applicant is an individual, the
				license application must disclose-
1. The
				applicant's legal name and address and all former addresses within ten (10)
				years;
2. Whether the applicant is
				a United States citizen;
3. Any
				aliases or business names which have ever been or are being used by the
				applicant; and
4. Copies of state
				and federal tax returns for the past five (5) years;
(F) If the applicant is a corporation, the
				applicant must disclose on the application-
1.
				The applicant's full corporate name and any trade names or fictitious names
				used by the applicant in this or any other jurisdiction;
2. The jurisdiction and date of
				incorporation;
3. The date the
				applicant commenced doing business in 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;
4. Copies of each of the following:
A. Articles of Incorporation;
B. Bylaws and all bylaw amendments;
C. Federal corporate tax returns for the past
				five (5) years;
D. State corporate
				tax returns for the past five (5) years; and
E. The applicant's most current annual
				report, which shall include audited financial statements;
5. To the extent not disclosed in any
				document required to be submitted, the applicant's Federal Employer
				Identification Number (FEIN), and all tax identification numbers including,
				without limitation: sales tax number, employer withholding tax number and
				corporate income tax number;
6. The
				location and custodian of the applicant's business records;
7. A statement of the general nature of
				applicant's business;
8. Whether
				the applicant is publicly held as defined by the rules of the Securities and
				Exchange Commission;
9. All the
				classes of stock authorized by the Articles of Incorporation. As to each class,
				the applicant shall disclose-
A. The number
				of shares authorized;
B. The number
				of shares issued;
C. The number of
				shares outstanding;
D. The par
				value of each share;
E. The issue
				price of each share;
F. The current
				market price of each share;
G. The
				number of shareholders currently listed on the corporate books; and
H. The terms, rights, privileges and other
				information each class of stock possesses;
10. 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:
A. The face or par value;
B. The number of units authorized;
C. The number of units outstanding;
				and
D. Any conditions upon which
				the units may be voted;
11. The names in alphabetical order and
				addresses of the directors. As to each director, the following information
				shall be included: 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 of the stocks or
				certificates or other evidence of ownership in such organization, may become
				the owner or holder, directly or indirectly, of any such shares of stocks or
				certificates or other evidence of ownership;
12. The names, in alphabetical order, and
				addresses of the officers of the applicant. The following information shall be
				included for each officer: the number of shares held on record as of the
				application date-
A. If the officer owns no
				shares, the application shall so state; and
B. Ownership of shares shall include
				beneficial owners. Beneficial ownership includes, but is not limited to, record
				ownership and:
(I) Stock or other ownership
				in one (1) or more entities in a chain of parent and subsidiary or affiliated
				entities, any one (1) of which participates in the capital or profits of a
				licensee, regardless of the percentage of ownership involved; or
(II) Any interest which entitles a person to
				benefits substantially equivalent to ownership by reason of any contract,
				understanding, relationship, agreement or other arrangement even though the
				person is not the record owner. Unless there are special circumstances,
				securities held by an individual's spouse or relatives, including children,
				living in the home, who are beneficially owned by the individual;
13. The names, in
				alphabetical order, and addresses of each record stockholder of the
				corporation. Stockholder shall mean record owners or beneficial owners (as
				defined in (2)(F)12.B. above) of the stocks or certificates or other evidence
				of ownership in such organization, may become the owner or holder, directly or
				indirectly, of any such shares of stocks or certificates or other evidence of
				ownership. The applicant shall also include a percentage of the voting shares
				of stock owned by each record stockholder. If the applicant is publicly held
				and shares of stock are held in street name by a nominee, an agent or trust,
				the applicant shall render maximum assistance to the commission, upon its
				request, to determine the beneficial ownership of the shares of
				stock;
14. Each jurisdiction 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.
A. 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 Secretary of State of Missouri; and
B. If the applicant has filed with the
				Commissioner of Securities of the Secretary of 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
				with the application;
15. The name and address of any previous
				owners (within five (5) years) of the applicant, together with the previous
				owner's FEIN and all applicable tax numbers; and
16. All documents concerning transfer of
				ownership (within five (5) years), a list of assets, the purchase price, the
				date of purchase and any agreements for the purchase of assets by and between
				the applicant and any previous owner or successor;
(G) If the applicant is an organization other
				than a corporation, the following information must be disclosed:
1. The applicant's full name including any
				trade names or fictitious names currently in use by the applicant in Missouri
				or any other jurisdiction;
2. The
				jurisdiction in which the applicant is organized;
3. Copies of any written agreement,
				constitution or other document creating or governing the applicant's
				organization, powers of organization;
4. The date the applicant commenced doing
				business in Missouri-
A. If the applicant is
				organized under laws other than Missouri law, a copy of the authorization of
				the state of Missouri to do business in Missouri; and
B. If no authorization to do business in
				Missouri has been obtained, the applicant must state the reason the
				authorization has not been obtained;
5. The applicant's federal and state tax
				returns for the past five (5) years;
6. The general nature of the applicant's
				business;
7. 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 the nature and extent of any ownership interest.
A. Ownership interest shall include any
				beneficial owner. Beneficial ownership includes, but is not limited to, record
				ownership and:
(I) Stock or other ownership
				in one (1) or more entities in a chain of parent and subsidiary or affiliated
				entities, any one (1) of which participates in the capital or profits of a
				licensee, regardless of the percentage of ownership involved; or
(II) Any interest which entitles a person to
				benefits substantially equivalent to ownership by reason of any contract,
				understanding, relationship, agreement or other arrangement even though the
				person is not the record owner Unless there are special circumstances,
				securities held by an individual's spouse or relatives, including children,
				living in the home, who are beneficially owned by the individual.
B. Any voting interest, whether
				absolute or contingent, and the terms upon which the interest may be
				voted;
8. The names, in
				alphabetical order, and addresses of any individual or other entity who holds a
				record or beneficial ownership. Beneficial ownership includes, but is not
				limited to, record ownership and:
1) Stock or
				other ownership in one (1) or more entities in a chain of parent and subsidiary
				or affiliated entities, any one (1) of which participates in the capital or
				profits of a licensee, regardless of the percentage of ownership involved; or
2) Any interest which entitles a
				person to benefits substantially equivalent to ownership by reason of any
				contract, understanding, relationship, agreement or other arrangement even
				though the person is not the record owner Unless there are special
				circumstances, securities held by an individual's spouse or relatives,
				including children, living in the home, who are beneficially owned by the
				individual. The following information shall be given concerning each
				individual:
A. The nature of the ownership
				interest;
B. Whether the ownership
				interest carries a vote and the terms upon which the interest may be voted;
				and
C. The percentage of
				ownership;
(H) 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, partnership or other organization controlling the
				applicant must be disclosed;
(I)
				Any agreements or understandings which the applicant or any individual or
				entity identified in this rule has entered into regarding operation of gambling
				games. 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;
(J) 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;
(K) Whether
				applicant or parent company, if applicant is a subsidiary, or any key
				person/key business entity currently holds or has ever held a license or permit
				issued by a governmental authority to own or operate a gaming facility or
				conduct any aspect of gambling. If the applicant, parent company or key
				person/key business entity has held or holds a license or permit, the following
				must be disclosed:
1. The identity of the
				license or permit holder;
2. The
				jurisdiction issuing the license or permit;
3. The nature of the license or permit;
				and
4. The dates of issuance and
				termination, if any;
(L)
				Whether any person currently serving, or any person who has within the past two
				(2) years served, as a member of the commission, an employee of the commission,
				a member of the general assembly, or as an elected or appointed official of the
				state or of any city or county in Missouri in which the licensing of excursion
				gambling boats has been approved, has any ownership interest in
				applicant;
(M) The applicant must
				disclose names and titles of all public officials, or officers of any unit of
				government, and relatives of the public officials or officers who, directly or
				indirectly, own any financial interest in, have any beneficial interest in, or
				the creditors of, or hold any debt instrument issued by, or hold and have any
				interest in any contractual service relationship with applicant;
(N) The applicant must disclose all political
				contributions, loans, donations, or other payments of one hundred dollars
				($100) or more, applicant has made directly or indirectly to any candidate or
				officeholder, within five (5) years prior to application; and
(O) The applicant shall provide a detailed
				itemized summary of all income received and expenses incurred relating to the
				preparation of the application for a Class A or Class B 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.