New Jersey Administrative Code
Title 13 - LAW AND PUBLIC SAFETY
Chapter 69A - APPLICATIONS
Subchapter 5 - FORMS
Section 13:69A-5.15A - Business Entity Disclosure Form-Ancillary Casino Service Industry Enterprise License
Universal Citation: NJ Admin Code 13:69A-5.15A
Current through Register Vol. 56, No. 18, September 16, 2024
(a) A Business Entity Disclosure Form-Ancillary Casino Service Industry Enterprise (BED-ACSI) shall be in a format prescribed by the Division and 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 the 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. The 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 that 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. If a junket
enterprise, in addition to (a)13iv above, each junket representative who will
deal directly with casino licensees and their employees;
14. A flow chart that illustrates the
ownership of any other enterprise that 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 debt holder
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. The following information, for the last
10 years, 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. 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;
24. 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;
25. 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
that resulted in the imposition of a fine or penalty of $ 50,000 or
more;
26. 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, including any holding,
intermediary, or subsidiary company;
27. 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;
28. 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 activity, identifying number, and
expiration date of each license, permit, or authorization;
29. 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;
30. 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;
31. The
names and addresses of any current or former directors, officers, partners,
employees, or third parties who would have knowledge or information concerning
(a)29 and 30 above;
32. 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, 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;
33. An organizational chart of the
enterprise, including position descriptions and the name of the person holding
each position;
34. 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
35. 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-ACSI 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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