New York Codes, Rules and Regulations › Title 13 - DEPARTMENT OF LAW › Chapter II - SECURITIES TRANSACTIONS AND PERSONNEL › Subchapter B - REAL ESTATE SYNDICATES › Part 16 - REAL ESTATE SYNDICATION OFFERINGS › Section 16.4 - Prefiling procedure (optional)

Current through Register Vol. 46, No. 28, July 10, 2024
(a) Prior to formal filing of prospectus
				  literature, etc., an offeror may submit proposed offering (including
				  advertising) literature to the Condominium, Theatre and Syndication Financing
				  Bureau and request a conference. Four copies of such literature and two copies
				  of an unsigned form RS-1 should accompany such request. Offerors and their
				  counsel who wish prefiling conferences should be prepared to submit a full
				  appraisal of the specific property or properties involved in the offering by a
				  competent independent appraiser and all contracts and documents pertaining to
				  the offering at the time of the submission of the above copies (see subd. [c]
				  below).
(b) Prior to formal filing
				  of an application for an exemption on the basis of full registration with the
				  Securities and Exchange Commission, an offeror may submit two copies of his
				  preliminary ("Red Herring") prospectus, and full exhibit sheets and exhibits
				  filed with that agency, as well as "letters of comment", as received therefrom,
				  and request comments from the Condominium, Theatre and Syndication Financing
				  Bureau as to the likelihood of the granting of any exemption upon formal
				  application at a later date.
(c)
Exhibits and underlying documents to be submitted with proposed
				  prospectus and exemption application.
The issuer should submit all relevant documents and index
					 thereto relating to the offering including the following, where
					 applicable:
(1) appraisal of the
				  property or properties involved in the offering by a competent independent real
				  estate appraiser including appraisal of the physical condition of the property,
				  breakdown of land and improvements for depreciation purposes, appraisal of
				  value of the property and basis therefor. In addition, copies of all appraisals
				  of the property ever obtained by the issuer or principal should be
				  submitted;
(2) partnership
				  agreements, certificates of incorporation and bylaws, trust indentures and any
				  other pertinent documents relating to the form of business
				  organization;
(3) contract of sale
				  of property;
(4) leases, deeds and
				  other evidence of interest or of title held by issuer or principal; title
				  report;
(5) actual or proposed
				  leases or subleases of all or a major portion of the property materially
				  affecting the issue or issuer;
(6)
				  all relevant agreements, including options, to which the issuer is or was
				  intended to be a party, or a successor in interest, including agreements and
				  options to be performed or which have been performed by the issuer or its
				  principals, and any agreement or option in which the issuer or principals have
				  a beneficial interest or which can in any way materially affect the issuer,
				  principals or the issue (Unless requested, this shall not include agreements
				  made in the ordinary course of business unless affecting a significant portion
				  of the issuer's assets or business or unless they affect the acquisition of an
				  interest in real property.);
(7)
				  mortgages on property, and interests evidenced by a writing presently owned by
				  the issuer or to be acquired by it; modifications and extensions of
				  same;
(8) any other instruments
				  relating to debt of the issuer incurred or intended to be incurred, whether
				  short or long term;
(9) instruments
				  relating to pledge of stock or other interest of principals or
				  issuer;
(10) specimen of security
				  to be issued;
(11) all documents
				  relating to underwriting, distribution and sale of securities;
(12) an affidavit setting forth in detail the
				  incurred or expected expenses of the offering including such items as the
				  following: legal, accounting, printing, recording, taxes, title insurance,
				  brokerage, and other commissions, appraisals, advertisements and filing
				  fee;
(13) affidavit regarding prior
				  syndications by principals including a statement as to whether such
				  syndications have paid anticipated distributions and a statement as to whether
				  such distributions were made from then current earnings.