New Jersey Administrative Code › Title 13 - LAW AND PUBLIC SAFETY › Chapter 69A - APPLICATIONS › Subchapter 5 - FORMS › Section 13:69A-5.6 - Business Entity Disclosure Form-Casino Company; Casino Holding and Intermediary Company

Current through Register Vol. 56, No. 14, July 15, 2024
(a) A Business
				Entity Disclosure Form (BED) shall be in a format prescribed by the Division
				and may require the applicant to provide the following information:
1. The name, title, phone number and e-mail
				address of a person to be contacted in reference to the application;
2. The current or former official and trade
				names used by the business entity, and the dates of use;
3. The reason for filing, including the name
				of the license applicant and the type of license sought and, if the license
				applicant is other than the business entity, the nature of the business
				entity's relationship to the license applicant;
4. The date and place of incorporation or
				formation;
5. The current or former
				business addresses and website of the business entity with relevant time
				frames;
6. A description of the
				present and any former business engaged in by the business entity and its
				holding companies, subsidiaries and intermediary companies including, but not
				limited to:
i. Competitive conditions in the
				industry;
ii. The principal
				products produced, services rendered and methods of distribution;
iii. Information about raw materials
				essential to the business entity's operations;
iv. Information relating to intellectual
				property rights;
v. A description
				of any material changes to the business entity's mode of conducting business;
				and
vi. A description of any former
				business the business entity was engaged in during the last 10-year period and
				the reasons for the cessation of such business, including relevant time
				frames;
7. The name,
				last known address, occupation and date of birth of each incorporator or
				founding member;
8. The name, home
				address, business address, date of birth, occupation and title of current and
				former directors, and trustees and the dates such position was held during the
				last 10 years and reason for leaving;
9. The name, home address, business address,
				date of birth and title of current officers of the business entity, and the
				dates of office;
10. The name, last
				known home address, current business address, date of birth and occupation of
				former officers of the business entity for the last 10 years, and the dates of
				office;
11. The annual compensation
				of officers;
12. The name, business
				address, date of birth and position of each person, other than an officer, who
				receives annual compensation of more than $ 100,000, and the length of time
				employed and amount of compensation;
13. A description of all bonus, profit
				sharing, pension, retirement, deferred compensation or similar plans;
14. A description of the nature, type, number
				of shares, terms, conditions, rights and privileges of all classes of
				securities or other ownership interests issued or to be issued including the
				number of shares of each class authorized or to be authorized and the number of
				shares of each class outstanding;
15. The name, home address and date of birth
				of each shareholder, the class held, number of shares held and the percentage
				of outstanding voting or non-voting securities or other ownership interest
				held;
16. A description of the
				nature, type, terms, covenants, conditions and priorities of all outstanding
				debt and security devices utilized by the business entity;
17. The name, address and date of birth of
				each person holding the debt or security devices in (a)16 above, the type of
				debt instrument held, the original debt amount and current balance;
18. A description of the nature, type, terms
				and conditions of all securities options, including the title and amount of
				securities subject to option, the name and address of each option holder and
				the market value at the time of issuance;
19. The following information for each
				account for the last 10 years held in the name of the business entity or its
				nominee, or otherwise under the direct or indirect control of the business
				entity:
i. The name and address of the bank,
				savings and loan or other financial institution whether foreign or
				domestic;
ii. The type of
				account;
iii. The account number;
				and
iv. The dates held;
20. The name and address of all
				persons with whom the business entity has contracts or agreements of $ 100,000
				or more in value, including employment contracts of more than one-year
				duration, or who have supplied goods and services within the past six months,
				and the nature of such contract or the goods and service provided;
21. 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;
22. 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;
23. A
				description of any civil, criminal, administrative and investigatory
				proceedings in any jurisdiction, for the business entity and each director,
				trustee or officer as follows:
i. Any arrest,
				indictment, charge or conviction for any criminal or disorderly persons
				offense;
ii. Any criminal
				proceeding in which such person has been a party or has been named as an
				unindicted co-conspirator;
iii.
				Existing civil litigation to which the business entity is a party, 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 business entity pertaining
				to a violation or alleged violation of the Federal antitrust, trade regulation
				or securities laws or similar laws of any jurisdiction; and
v. Any judgment, order, consent decree or
				consent order entered against the business entity pertaining to a violation or
				alleged violation of any other state or Federal statute, regulation or code
				which resulted in the imposition of a fine or penalty of $ 50,000 or more
				within the past 10 years;
24. For the business entity and any holding
				or intermediary company, information regarding any judgments or petitions 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 or similar officer appointed for the property or business of the
				business entity or any holding or intermediary company within the last 10
				years;
25. During the last 10-year
				period, whether the business entity 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 reasons therefore and the facts related
				thereto;
26. During the last
				10-year period, whether the business entity or any director, officer, employee
				or any person acting for or on behalf of the business entity has made any
				bribes or kickbacks or made payments alleged to have been bribes or kickbacks
				to any employee, company, organization or government official, foreign or
				domestic, to obtain favorable treatment or to obtain a competitive
				advantage;
27. During the last
				10-year period, whether the business entity, its parent, any subsidiary or
				related entity or individual has:
i. Donated
				or loaned the business entity's funds or property for the use or benefit of or
				in opposing any government, political party, candidate or committee either
				foreign or domestic;
ii. Made any
				loans, donations or disbursements to its directors, officers 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 the books or records of
				the business entity, or maintained any account in the name of a nominee of the
				business entity;
28. The
				names and addresses of any current or former directors, officers, employees or
				third parties who would have knowledge or information concerning (a)27i through
				iii above;
29. A copy of each of
				the following:
i. Annual reports to
				shareholders for the last five years;
ii. Any annual reports prepared within the
				last five years on Form 10K pursuant to Sections 13 or 15d of the Securities
				Exchange Act of 1934;
iii. An
				audited financial statement for the last fiscal year, including, without
				limitation, an income statement, balance sheet and statement of sources and
				application of funds, and all notes to such statements and related financial
				schedules;
iv. Copies of all annual
				financial statements prepared in the last five fiscal years, any exceptions
				taken to such statements by an independent auditor retained by the business
				entity and the management response thereto;
v. The most recent quarterly unaudited
				financial statement prepared by or for the business entity which, if the
				business entity is registered with the Securities Exchange Commission (SEC),
				may be satisfied by providing a copy of the most recently filed Form
				10Q;
vi. Any current report
				prepared due to a 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, which, if
				the business entity is registered with the SEC, may be satisfied by providing a
				copy of the most recent filed Form 8K;
vii. The most recent Proxy or Information
				Statement filed pursuant to Section 14 of the Securities Exchange Act of
				1934;
viii. Registration Statements
				filed in the last five years pursuant to the Securities Act of 1933;
ix. All reports and correspondence not
				otherwise 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; and
x. The name, address and telephone number of
				the current outside auditor(s);
30. A certified copy of the articles of
				incorporation, charter and bylaws, and all amendments and proposed amendments
				thereto;
31. If a business entity:
i. A current ownership organization chart of
				the business entity, its parent company and each subsidiary of the business
				entity; and
ii. A functional table
				of organization for the business entity, including position descriptions and
				the names of persons holding each position;
32. If a corporation, copies of Internal
				Revenue Service Forms 1120 (Corporate Income Tax Return) and 941 (Employer's
				Quarterly Federal Tax Return) filed for the last five years;
33. If a partnership, copies of Internal
				Revenue Service Forms 1065 (Partnership Return Form) and 941 (Employer's
				Quarterly Federal Tax Return) filed for the last five years;
34. If a limited liability company, copies of
				its Federal returns for the last five years; and
35. A listing of any records, documents or
				other information submitted as appendices to the BED.