New Jersey Administrative Code
Title 13 - LAW AND PUBLIC SAFETY
Chapter 69A - APPLICATIONS
Subchapter 5 - FORMS
Section 13:69A-5.15 - Business Entity Disclosure Form-Casino Service Industry Enterprise
Universal Citation: NJ Admin Code 13:69A-5.15
Current through Register Vol. 56, No. 18, September 16, 2024
(a) A Business Entity Disclosure Form Casino Service Industry Enterprise (BED CSI) shall be in a format prescribed by the Division and may require the enterprise to provide the following information:
1. The current or
former official and trade names used and the dates of use;
2. The current and former business addresses
within the last 10-year period and dates of use;
3. The business telephone number;
4. The name, title and telephone number of
the contact person;
5. Whether the
application is for initial licensure or retention of that license and, if
retention, the license number and date of last submission;
6. If the license applicant is other than the
enterprise filing this form, the reason for filing and the nature of the filing
enterprise's relationship to the license applicant;
7. The business form and, as appropriate, a
copy of the certificate of incorporation, charter, bylaws, partnership
agreement and all amendments, trust agreement or other documentation relating
to the legal organization of the enterprise;
8. If a publicly traded corporation, the
stock exchange its stock is traded on and its symbol;
9. The Federal Employer Identification
Number;
10. A description of the
present and any former business engaged in or intended to be engaged in by the
enterprise and any parent, holding, intermediary or subsidiary company within
the past five years and similar information for former businesses for the past
10 years;
11. A description of the
nature, type, number of shares, terms, conditions, rights and privileges of all
classes of stock issued by the enterprise, if any, and the amount outstanding
of each, or which the enterprise plans to issue;
12. The name, address, date of birth (if
appropriate), class of non-voting stock, number and percentage of shares held
by each person or entity having a beneficial interest in any non-voting
stock;
13. The name, home address,
date of birth, current title or position and, if applicable, number of shares
and class of stock and percentage of ownership for the following persons:
i. Each officer, director or
trustee;
ii. Each partner whether
general, limited or otherwise;
iii.
A sole proprietor;
iv. Each natural
person or entity that directly or indirectly holds any beneficial or ownership
interest of five percent or more of the entity completing the form;
v. Each sales representative or other person
who will regularly solicit business from a casino licensee;
vi. Each management person who supervises a
regional or local office which employs sales or junket representatives or other
persons who regularly solicit business from a casino hotel;
vii. Any other person not otherwise specified
in (a)13i through vi above who has signed or will sign any agreement with a
casino licensee;
viii. Each natural
person who indirectly holds any beneficial or ownership interest of 10 percent
or more of an applicant for a junket enterprise license; and
ix. If a junket enterprise, each junket
representative who will deal directly with casino licensees and their
employees;
14. A flow
chart which illustrates the ownership of any other enterprise which holds an
interest in the filing enterprise;
15. The name, last known address, date of
birth, position, dates the position was held, and reason for leaving for any
former officers or directors who held such office during the preceding 10
years;
16. The annual compensation
of each partner, officer, director and trustee;
17. The name, home address, date of birth,
position, length of time employed and the amount of compensation of each
person, other than the persons identified in (a)13 above, who is currently
expected to receive annual compensation of more than $ 300,000;
18. A description of all bonus, profit
sharing, pension, retirement, deferred compensation or similar plans in
existence or to be created by the enterprise;
19. If the enterprise is a partnership, a
description of the interest held by each partner, whether limited or general,
amount of initial investment, amount of additional contribution, amount and
nature of any anticipated future investments, degree of control of each
partner, percentage of ownership of each partner, and method of distributing
profits to each partner;
20. A
description of the nature, type, terms, covenants, and priorities of all
outstanding debt and the name, address and date of birth of each debtholder or
security holder, type and class of debt instrument held, original debt amount
and current debt balance;
21. A
description of the nature, type, terms and conditions of all securities
options;
22. Within the last 10
years, the following information for each account held by a bank, savings and
loan association or other financial institution, whether foreign or domestic,
in the name of the enterprise or its nominee or which is otherwise under the
direct or indirect control of the enterprise:
i. The name and address of the financial
institution;
ii. The type of
account;
iii. The account numbers;
and
iv. The dates held;
23. A description of the top 10
dollar value contracts or agreements with individuals including name, address
and nature of the contract or goods or service provided during the past
year;
24. The name and address of
each company in which the enterprise holds stock, type of stock held, purchase
price per share, number of shares held, and percentage of ownership indicating
any holding of five percent or more of ownership held;
25. Information regarding any transaction
during the past five years involving a change in the beneficial ownership of
the enterprise's securities on the part of an officer or director who owned
more than 10 percent of any class of equity security either directly or
indirectly;
26. A description of
any civil, criminal, administrative and investigatory proceedings in any
jurisdiction in which the enterprise or its subsidiaries have been involved as
follows:
i. Any arrest, indictment, charge or
conviction for any criminal or disorderly persons offense;
ii. Any criminal proceeding in which the
enterprise or its subsidiaries has been a party or has been named as an
unindicted co-conspirator;
iii.
Existing civil litigation 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 enterprise pertaining to a violation or
alleged violation of the Federal antitrust, trade regulation or securities laws
or similar laws of any state, province or country; and
v. Any judgment, order, consent decree or
consent order entered against the enterprise 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;
27. Within the
last 10 years, for the enterprise and any holding or intermediary company,
information regarding any judgments or petitions by or against it 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, reorganization trustee, or similar officer appointed for the
property or business of the enterprise or its parent, any holding, intermediary
or subsidiary company;
28. Within
the last 10 years, whether the enterprise 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 disposition, the reasons therefor,
and the facts related thereto;
29.
Whether the enterprise has ever applied for a license, permit or authorization
to participate in any lawful gaming operation in this State or any other
jurisdiction, the agency and its location, date of application, the nature of
the license permit or authorization, number and expiration date;
30. Within the last 10 years, whether the
enterprise or any director, officer, partner, employee or person acting for or
on behalf of the enterprise has made bribes or kickbacks to any employee,
company, organization or government official, foreign or domestic, to obtain
favorable treatment or to obtain a competitive advantage;
31. Within the last 10 years, whether the
enterprise has:
i. Donated or loaned its funds
or property for the use or benefit of or in opposing or supporting any
government, political party, candidate or committee, either foreign or
domestic;
ii. Made any loans,
donations or disbursements to its directors, officers, partners 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 its books or
records, or maintained any account in the name of a nominee for the
enterprise;
32. The
names and addresses of any current or former directors, officers, partners,
employees or third parties who would have knowledge or information concerning
(a)30 and 31 above;
33. A copy of
each of the following:
i. Annual reports for
the past five years;
ii. If the
enterprise is a corporation registered under the Securities Act of 1933 or the
Securities Exchange Act of 1934, any annual reports prepared within the last
five years on Form 10K pursuant to 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, whether audited or unaudited, prepared in the last five fiscal
years, any exceptions taken to such statements by an independent auditor and
the management response thereto;
v.
Any current report prepared due to a change in control of the enterprise, an
acquisition or disposition of assets, a bankruptcy or receivership proceeding,
a change in the enterprise's certifying accountant or any other material event,
or, if the enterprise is registered with the SEC, a copy of the most recently
filed Form 8K;
vi. The most recent
Proxy or Information Statement filed pursuant to Section 14 of the Securities
Exchange Act of 1934; and
vii.
Registration Statements filed in the last five years pursuant to the Securities
Act of 1933;
34. An
organizational chart of the enterprise, including position descriptions and the
name of the person holding each position;
35. Copies of all Internal Revenue Forms 1120
(corporate income tax return), all Internal Revenue Forms 1065 (partnership
return) or all Internal Revenue Forms 1040 (personal return) filed for the last
five years; and
36. A copy of a
business registration certificate or other proof of valid business registration
with the Division of Revenue in the New Jersey Department of the
Treasury.
(b) In addition to the information in (a) above, a completed BED CSI shall include the following documents, which shall be dated and signed by either the president, chief executive officer, partners, general partner, sole proprietor or other authorized person and notarized:
1. An
Affidavit of Truth;
2. A Release
Authorization directing all courts, probation departments, selective service
boards, employers, educational institutions, banks, financial and other
institutions and all governmental agencies, Federal, state and local, both
foreign and domestic, to release any and all information pertaining to the
enterprise as requested by the Division; and
3. An acknowledgment of receipt of notice
regarding confidentiality, consent to search and non-refundability of filing
fees.
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