Current through Register Vol. 46, No. 39, September 25, 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.
