Current through Register Vol. 46, No. 12, March 20, 2024
(a) Offering
literature, other than that filed with the Securities and Exchange Commission,
which is required to be filed with the Department of Law pursuant to section
50.1(n) and (o)
of this Part and article 23 of the Arts and Cultural Affairs Law, shall be
filed with the Department of Law at its office in the City of New York, as
follows:
(1) A filing pursuant to section
50.1(n)(1) of
this Part may only be made by filing two copies of the offering circular or
prospectus or private placement memorandum, two copies of the investment
agreement and other documents required by section
50.7 of this Part prior to the
offering of the syndication interests.
(2) A filing made pursuant to section
50.1(n)(2) of
this Part may only be made by filing two copies of the investment agreement and
other documents required by section
50.7 of this Part prior to the
offering of the syndication interests.
(3) A filing made pursuant to section
50.1(o) of this
Part may only be made as follows:
(i) The
Department of Law must be notified, on form ATS-4 by the issuer or other
offeror of his intent to proceed by means of waivers within 30 days after the
initial receipt of monies other than front money from an investor, unless the
waivers have been filed prior to such time.
(ii) All original waivers, two copies of the
investment agreement and one copy of the certificate of limited partnership (if
this form is used) shall be filed with the Department of Law, not later than
the first public performance of the theatrical production or, in the case of an
offering made pursuant to section
50.4 of this Part, within seven
days of the completion of the minimum offering together with one copy of all
contracts and options with authors or a statement by the issuer or other
offeror or the attorney for the theatrical production company that, with
respect to each theatrical production to be produced, developed or invested in
by such company, the issuer or other offeror has secured or will secure the
rights to the production or an option therefor from the authors. At the time of
the filing, the producers shall represent that they have no knowledge or belief
that the offering was made to more than 35 offerees, and that the producers do
not know of any investors represented by nominees other than those listed on
the waivers as submitted.
(b)
(1) All
funds derived from the sale of such theatrical syndication interests, with the
exception of funds raised pursuant to section
50.1(o) of this
Part, shall be held in trust in a special bank account until the Attorney
General has issued to the issuer or other offeror a letter stating that the
offering has been permitted to be filed; and the Attorney General, not later
than 15 days after such submission, shall issue such a letter or, in the
alternative, a notification in writing indicating deficiencies therein. If the
Attorney General has issued such a notification in writing indicating
deficiencies, the issuer or other offeror shall immediately return to the
investors all funds derived from such sale or, in the alternative, shall retain
such funds in trust for a period not to exceed 30 days from receipt of such
notification. Within said 30-day period, the issuer or other offeror shall
submit to the Department of Law revised offering literature. If, within said
30-day period, the Attorney General issues a letter stating that the offering
has been permitted to be filed, the issuer or other offeror shall distribute to
each investor the revised offering literature together with a written offer to
rescind the original investment, which shall be substantially in the form of
ATS-7. If, at the expiration of said 30-day period, the Attorney General has
not issued a letter stating that the offering has been permitted to be filed,
then all funds held in trust shall be returned immediately to the
investors.
(2) A proposed draft of
a contemplated offering may be submitted to the Department of Law solely for
the purpose of receiving comments thereon, prior to the formal submission of
the offering literature pursuant to this Part and article 23 of the Arts and
Cultural Affairs Law.
(c) An amendment to an offering pursuant to
section 50.5 of this Part shall be made by
filing one redlined copy of each amended document in accordance with the
provisions of section
50.5 of this Part. In the event of
any material change in the terms of the offer or the information contained in
the offering literature, as originally submitted or amended, which occurs prior
to the completion of the offering, the amended offering literature shall state
that an offer to rescind the original investment in the particular production
will be made to each person who invested prior to the amendment. A copy of a
proposed letter pursuant to which the offer of rescission will be made and the
names and addresses of all persons who invested prior to the amendment shall be
submitted to the Department of Law at the time of the submission of the amended
offering literature. If no contributions were received prior to the amendment,
the issuer or other offeror may represent that fact in a letter to the
Department of Law, which shall be submitted to the Department of Law at the
time of the submission of the amended offering literature.
