Current through Register Vol. 43, No. 39, September 26, 2024
Each application for a facility owner license or a facility
manager license shall contain the following information about the business
structure and control of the applicant and any organization related to the
applicant:
(a) The application shall
state whether the applicant is a person, partnership, corporation, association,
the state of Kansas or a political sub-division.
(b) The applicant shall list any commercial
or noncommercial names used by the applicant, the business address or addresses
and business telephone number or numbers. If the applicant is a corporation or
limited partnership, the street, number, city and county of the corporation's
registered office in this state and the name of the resident agent at that
address shall be shown.
(c) The
application shall include a copy of the applicant's tax returns for each of the
five calendar years immediately preceding this application or all tax returns
if the applicant has been organized for less than five years.
(d) The application shall include a copy of
the balance sheets and profit and loss statements for each of the three fiscal
years immediately preceding this application, or for the period of organization
if less than three years. The financial information shall be given for the
current fiscal year if the applicant:
(1) Has
not completed a full fiscal year since the organization of the business; or
(2) acquires or is to acquire the
majority of its assets from a predecessor within the current fiscal year.
Balance sheets, profit and loss statements, and all other financial statements
required shall be prepared, audited and certified by independent, certified
public accountants in accordance with generally accepted accounting procedures
and practices accepted on a consistent basis. Each report containing exceptions
of a material nature shall not be certified.
(e) The application shall identify all loans
made by the applicant in excess of one percent of net income. The statement
shall include the name of the borrower, the amount of the loan, amount and type
of collateral and terms for repayment and duration of the loan.
(f) The application shall briefly describe
all pending legal proceedings to which the applicant, applicant's subsidiaries
or related organizations are a party. The name of the court or agency in which
the proceedings are pending, the date instituted and the principal parties
involved shall be included.
(g)
The application shall briefly describe all pending legal proceedings involving
any of the property of the applicant, applicant's subsidiaries or related
organizations. The name of the court or agency in which the proceedings are
pending, the date instituted and the principal parties involved shall be
included.
(h) If the applicant was
organized within the past five years, the following information shall be
stated:
(1) The names of the organizers or
promoters with a voting interest or ownership of three percent or more;
(2) the nature and amount of
anything of value received or to be received by the organizers or promoters
directly or indirectly from the applicant; and
(3) the nature and amount of any assets,
services or other consideration received or to be received by the applicant
from the organizers or promoters. The applicant shall make the best effort to
disclose the information required in subsection (h)(1).
(i) The application shall list any
governmental, public, quasi-governmental or business organizations related to
the applicant. The list shall state, for each related organization, the
percentage of voting interest or other interest held, or any other basis of
control held by the related organization.
(j) The application shall state whether the
applicant is directly or indirectly controlled to any extent or in any manner
by another individual or entity with a voting interest or ownership of three
percent or more. The applicant shall make the best effort to disclose the
information required.
(k) The
application shall disclose the identity of any controlling entity with a voting
interest or ownership of three percent or more and a description of the nature
and extent of the control. The applicant shall make the best effort to disclose
the information required. Documentation of the relationship shall be attached
to this application.
(l) The
application shall state whether the applicant, the director, officer,
policy-making manager or principal stockholder or member:
(1) has owned an interest in any firm,
partnership, association or corporation licensed by the commission; or
(2) is in the business of racing
outside of the state of Kansas. An explanation of the circumstance of the
interest or involvement shall be included.
(m) The application shall describe briefly
and state the approximate value of any direct or indirect interest of any
officer, director, policy-making manager, principal stockholder of the
applicant organization or any associate of any of these persons, in any
transactions during the last three years, or interest in any proposed
transactions to which the applicant was or is to be a party;
(n) The application shall list all direct
remuneration paid by the applicant and affiliated or related organizations
during the applicant's last fiscal year to each partner, director, officer or
policy-making manager of the applicant, naming each. As used in this paragraph,
direct remuneration includes salary, retirement benefits, automobiles
furnished, expenses reimbursed and all other sums paid for the benefit of the
partner, officer, director, policy-making manager or other recipient;
(o) The application shall list the
names, including any aliases or previous names, of each partner, director,
officer or policy-making manager of the applicant, and each person chosen to
become a partner, a director, an officer, or a policy-making manager with a
voting interest or ownership of three percent or more. The applicant shall make
the best effort to disclose the information required. Personal background
disclosure forms provided by the commission shall be furnished by each person
named. All positions and offices held by each person named by the applicant and
each person's principal occupation during the past five years shall be listed
by the applicant. The applicant shall disclose for each listed individual the
nature and extent of any beneficial or ownership interest, including options or
other voting powers, whether absolute, or contingent, that the individual holds
in the applicant organization.
(p)
If a nonindividual record or beneficial holder of an ownership or other voting
interest of three percent or more in the applicant is identified in subsections
(h), (j), and (o) above, the applicant shall disclose the information required
by those paragraphs as to record or beneficial holders of any ownership or
other voting interest of three percent or more in that nonindividual holder.
The disclosure required by those paragraphs must be repeated in turn until all
indirect individual record and beneficial holders of ownership or other voting
interest in the applicant are so identified. The disclosure shall be brought
about by the best efforts of the applicant.
(q) If the applicant is a corporation, the
following information shall be attached to the applica-tion:
(1) The applicant's corporate structure;
(2) the year the corporation was
organized;
(3) the state in which
the corporation was organized;
(4)
a certified copy of the applicant's articles of incorporation and bylaws. Any
amendments to the articles of incorporation or bylaws shall be filed in a
timely manner with the commission. A current copy of the applicant's articles
of incorporation, bylaws and amendments shall be recorded at all times in the
commission office;
(5) a statement
whether, in the past five years, the applicant has been reorganized or
reincorporated or whether it has filed restated articles of incorporation in
the state of Kansas or in any other state. Documentation of such an action
shall be attached to the application;
(6) a statement of the classes of capital
stock authorized, the amount authorized and the amount outstanding as of
fifteen days prior to the date of filing the application. If applicable, a
statement of the amount of dividends paid to the stockholders during the five
years immediately preceding the application or for the period of incorporation
if a lesser time.
(7) a list of
the name and address of each person or entity who owns, of record or
beneficially, one or more shares of any class of capital stock or an option or
conditional interest in the applicant. This information may be displayed in
columnar forms providing for name and address, class of stock owned, type of
ownership, whether of record or beneficial, amount owned, and percent of the
class of stock;
(8) a brief
description of the terms of any voting trust or power in which any of the
capital stock is held and the name, address, class of stock and number of
shares of stock for all stock held by that voting trust or power;
(9) a brief description of the terms of any
proxy by which any of the capital stock is held, the holder of the proxy and
the name, address, class of stock and number of shares of stock for all stock
held by such proxy;
(10) a
statement of any dividend rights, redemption, purchase, retirement, conversion
or exchange provisions;
(11) a
statement and an explanation if the rights of holders of stock affected by the
exchange provisions may be modified otherwise than by a vote of a majority or
more of the shares outstanding, voting as a class;
(12) a statement whether three percent or
more of the applicant's assets, or three percent or more of any principal
stockholders' stock, is encumbered by any long term debt;
(13) a list of names and addresses of all
parties holding any evidences of indebtedness including any oral agreements
from the applicant and the stockholders;
(14) copies of the agreements or other
documents relating to evidences of indebtedness;
(15) if the applicant is applying for a
facility owner or facility manager license for the first time:
(A) A statement whether the applicant has or
proposes to enter into any loan transaction or has or will be executing any
evidence of indebtedness of oral loan agreement shall be provided;
(B) a list of the names and addresses of any
parties loaning or proposing to loan funds and those parties holding evidences
of indebtedness relating to the applicant shall be provided;
(C) the applicant shall submit a statement
whether three percent or more of the applicant's stock is or is proposed to be
encumbered by any debt, whether as a result of loans to the applicant or loans
to the stockholder, and a statement of the names and addresses of any lenders
or proposed lenders. For each disclosure under this section, copies of any
agreements or documents relating to the loan or encumbrance or a written
summary of any oral transaction shall be attached; and
(16) a statement of good standing from the
secretary of state.
(r)
If the applicant is a partnership, the following information shall be included
with the application;
(1) A statement whether
the partnership is a general or limited partnership, and whether it is a
domestic or foreign partnership;
(2) a statement indicating in what state and
in what year the partnership was formed;
(3) a certified copy of the applicant's
partnership agreement or a certified copy of the certificate of limited
partnership;
(4) if any of the
applicant's partners is a corporation, responses shall be submitted by each
corporate partner to the requests appearing in subsection (q) above;
(5) a statement whether in the past five
years the partnership has filed:
(A) A
restated certificate of limited partnership; or
(B) any certificate of changes or amendments
to the partnership certificate;
(6) a statement whether:
(A) Any certifcate has been cancelled;
(B) a judicial decree of amendment
or cancellation has been issued; or
(C) a certificate of reinstatement has been
issued. Documentation of any of these activities shall be attached to the
application.
(7) a
statement of any provisions for assignment of partnership interests, interim
distributions or distributions upon withdrawal or dissolu-tion;
(8) a statement whether three percent or more
of the applicant's assets are encumbered by any long term debt;
(9) a list of names and addresses of all
parties holding any evidences of indebtedness or any oral agreements from the
applicant;
(10) a copy of any
agreements or other documents relating to any evidences of indebtedness;
(11) if the applicant is applying
for a facility owner or facility manager license for the first time:
(A) A statement whether the applicant has or
proposes to enter into any loan transaction or has or will be executing any
evidence of indebtedness or oral loan agreement shall be provided;
(B) a list of names and addresses of any
parties loaning or proposing to loan the funds and any parties holding
evidences of indebtedness relating to the applicant shall be provided;
(C) a statement whether three
percent or more of the applicant's stock is or is proposed to be encumbered by
any debt, whether as a result of loans to the applicant or loans to the
stockholder shall be provided;
(D)
a list of the names and addresses of any lenders or proposed lenders shall be
provided; and
(E) a copy of any
agreement or document relating to the loan or encumbrance or a written summary
of any oral transaction shall be provided; and
(12) a statement of good standing from the
secretary of state shall be provided.
(s) This regulation shall take effect on and
after October 1, 1988.
