Subchapter C. ISSUANCE AND TRANSFER OF STOCK
Sec.
165.51. Individual stockholders—voting and nonvoting stock.
165.52. Corporations—voting and nonvoting stock.
165.53. Partnership stockholders.
165.54. Unincorporated club or other unincorporated organization as stockholder.
165.55. Additional information required when registered stockholder is not the sole beneficial owner.
165.56. Affidavit of beneficial owners other than a registered stockholder.
165.57. Beneficial ownership of stock by minors, incompetents and unascertained beneficiaries.
165.58. Change of status of affiants who are beneficial owners.
165.59. Debenture holders.
165.60. Affidavits to be filed with the Commission.
165.61. Duty of corporate licensees.
165.62. Forfeitures of property rights in the stock held in trust.
165.63. Exception.
Cross References This subchapter cited in 58 Pa. Code § 171.42 (relating to concessionaires).
§ 165.51. Individual stockholders—voting and nonvoting stock.
(a) Requirement to obtain affidavits. The term ‘‘transfer’’ as used in this subchapter shall be deemed to include a sale, transfer or exchange of stock or the creation of a beneficial, legal or equitable interest therein, including, but not limited to, transfers by or between straws, nominees or dummys, transfers for or among voting trusts, agreements or pools, the giving or creation of options, pledges or rights of redemption, transfers in trust or escrow or the creation of other similar direct or choate interest. Whenever a transfer of stock of a corporation which is licensed by the Commission, or of a corporation which leases to the licensee the track at which it conducts pari-mutuel thoroughbred horse races, or which owns 25% or more of the stock of the licensee shall be made to an individual, the corporation shall obtain contemporaneously with the transfer, whether original issuance or otherwise, an affidavit, in duplicate, executed by each individual setting forth:
(1) Name.
(2) Address.
(3) Age (not applicable in case of nonvoting stock).
(4) Occupation (not applicable in case of nonvoting stock).
(5) The number and class of shares being transferred.
(6) Whether he is and will be the sole beneficial owner of the stock.
(7) Whether he has been convicted of a crime involving moral turpitude.
(8) Whether he has ever been engaged in bookmaking or other forms of illegal gambling.
(9) Whether he has ever been found guilty of fraud or misrepresentation in connection with racing or breeding.
(10) Whether he has ever been guilty of a violation or attempt to violate a law, rule or regulation of a racing jurisdiction, for which suspension from racing might be imposed in the jurisdiction.
(11) Whether he has ever violated this part or an order of the Commission.
(12) That he does not hold an elected office in the Commonwealth or a political subdivision thereof; is not employed by the Commonwealth or a political subdivision thereof; and is not a member of a National party committee, a chairperson, vice-chairperson, secretary, treasurer, counsel or member of an executive committee of a State committee, a county chairperson, vice-chairperson, counsel, secretary or treasurer of a county committee, or a city chairperson, vice-chairperson, counsel, secretary or treasurer of a city committee.
(b) Change of status of affiant other than by stock transfer. If, subsequent to the filing of an affidavit required under subsection (a), the status of an affiant changes without a transfer of stock with respect to the matters in subsection (a)(5)—(12), the affiant shall forthwith file with the corporation with which his affidavit was originally filed, a new affidavit in duplicate setting forth with particularity the change.
Cross References This section cited in 58 Pa. Code § 165.13 (relating to filing of information concerning stock transfers); 58 Pa. Code § 165.31 (relating to occupational and participation licenses); 58 Pa. Code § 165.52 (relating to corporations—voting and nonvoting stock); 58 Pa. Code § 165.53 (relating to partnership stockholders); 58 Pa. Code § 165.54 (relating to unincorporated club or other unincorporated organization as stockholder); 58 Pa. Code § 165.56 (relating to affidavit of beneficial owners other than a registered stockholder); and 58 Pa. Code § 165.58 (relating to change of status of affiants who are beneficial owners).
§ 165.52. Corporations—voting and nonvoting stock.
(a) Requirement to obtain affidavits. When a transfer of stock of a corporation which is licensed by the Commission, or of a corporation which leases to the licensee the track at which it conducts pari-mutuel thoroughbred horse races, or which owns 25% or more of the stock of the licensee, shall be made to a corporation, the corporation shall obtain contemporaneously with the transfer, whether original issuance or otherwise, an affidavit, in duplicate, executed by the President, Secretary, Treasurer or other Executive Officer of the corporate stock transferee, which shall contain:
(1) The name of the corporation.
(2) The state of its incorporation.
(3) The address of its registered office.
(4) If a foreign corporation, the address of its registered office, if any, in this Commonwealth.
(5) The number and class of shares transferred to the corporation.
(6) The names, addresses and ages of the directors of the corporation.
(7) The names, addresses and ages of the officers of the corporation.
(8) The names and addresses of registered stockholders.
(9) A statement to the effect that if there is a change in the status of the corporation with respect to the matters set forth in paragraphs (5) to (7) inclusive, that it shall forthwith file with the corporation a new affidavit setting forth such change in status; and, in the case of paragraph (8), that it shall annually, during the month of October, file with the corporation a new affidavit setting forth any change in status; provided, however, that new affidavits need not be filed if the only changes are changes in the age or address of officers, directors or stockholders.
(b) Affidavits of officers, directors, stockholders and other persons connected with such corporations. In addition to the affidavit required under subsection (a), the corporate stock transferee shall file an affidavit in duplicate containing the information set forth in subsection (a), executed by the following:
(1) Each of the directors and officers of such corporation.
(2) In the case of a corporation having 25 stockholders or less, each stockholder of such corporation.
(3) In the case of a corporation having more than 25 stockholders, each stockholder who holds 10% or more of the voting stock where voting is issued or transferred to a corporation and each stockholder who holds 25% or more of the voting stock where nonvoting stock is issued or transferred to a corporation.
(4) Every person who possesses, either directly or indirectly, the power to direct or cause the direction of the management and policies of the corporation whether through ownership of voting securities, by contract, or otherwise, where voting stock is issued or transferred to a corporation.
(c) Change of status of affiant other than by stock transfer. If, subsequent to the filing of any affidavit required under subsections (a) and (b), the status of any affiant changes with respect to any of the matters set forth in subsection (a)(5) to (8), inclusive, in the case of a corporate affiant, and § 165.51 (a)(5) to (12) (relating to individual stockholders—voting and nonvoting stock) in the case of individual affiants, such affiant shall forthwith file with the corporation with which his affidavit was originally filed a new affidavit setting forth with particularity such change; provided, however, that new affidavits need not be filed by a corporate affiant if the only changes are changes with regard to the age or address of officers, directors or stockholders and that in the case of Item (8) of Section 2, Clause (a), new affidavits need be filed annually, during the month of October only.
Cross References This section cited in 58 Pa. Code § 165.13 (relating to filing of information concerning stock transfers); and 58 Pa. Code § 165.31 (relating to occupational and participation licenses).
§ 165.53. Partnership stockholders.
(a) Requirement to obtain affidavit. Whenever a transfer of stock of any corporation which is licensed by the Commission, or of any corporation which leases to such licensee the track at which it conducts pari-mutuel thoroughbred horse races, or which owns 25% or more of the stock of such licenses, shall be made to a partnership, said corporation shall obtain contemporaneously with said transfer, whether original issuance or otherwise, an affidavit, in duplicate, executed by a general partner containing the following:
(1) The trade name of the partnership.
(2) The address of its principal office.
(3) If a foreign partnership, the address of its principal office, if any, in this Commonwealth.
(4) The names, addresses, and ages of all the general and limited partners, designating which partners are general and which are limited.
(5) The number of shares transferred to the partnership.
(6) A statement to the effect that if there is any change in the status of the partnership with respect to any of the matters set forth in paragraph (4), except with regard to a change of age or address, it shall forthwith file with the corporation a new affidavit setting forth such change of status.
(b) Affidavits of partners. In addition to the affidavit required under subsection (a) of this section, the partnership shall file affidavits, in duplicate, containing the information set forth in § 165.51(a) (relating to individual stockholders—voting and nonvoting stock), executed by every member of the partnership who possesses, either directly or indirectly, the power to cause the direction of the management and policies of the partnership, whether by contract or otherwise.
(c) Change of status of affiant other than by stock transfer. If subsequent to the filing of any affidavit required under subsections (a) and (b), the status of any affiant changes with respect to any of the matters set forth in subsection (a)(4) and (5), in the case of a partnership affiant, or in § 165.51(a)(5) to (12), inclusive, in the case of an individual affiant, such partnership shall forthwith file with the corporation with which his affidavit was originally filed, a new affidavit setting forth with particularity such change; provided, however, that new affidavits need not be filed if the only changes are changes relating to the age or address of the partners.
Cross References This section cited in 58 Pa. Code § 165.13 (relating to filing of information concerning stock transfers); and 58 Pa. Code § 165.31 (relating to occupational and participation licenses).
§ 165.54. Unincorporated club or other unincorporated organization as stockholder.
(a) Requirement to obtain affidavit. Whenever a transfer of stock of any corporation which is licensed by the Commission, or of any corporation which leases to such licensee the track at which it conducts pari-mutuel thoroughbred horse races, or which owns 25% or more of the stock of such licensee, shall be made to an unincorporated club, organization or association (except a partnership), said corporation shall obtain contemporaneously with said transfer, an affidavit, in duplicate, executed by the President, Secretary, Treasurer, or other Executive Officer, containing the following:
(1) The name of the club or organization.
(2) The address of its principal office in this Commonwealth.
(3) The number and class of shares transferred to it.
(4) The names and addresses of all its directors, governors, trustees, or members of other types of a managing body.
(5) The names and addresses of all of its officers.
(6) The number of members.
(7) The name and address of each member.
(8) A statement to the effect that if there is any change in its status with respect to any of the matters set forth in paragraphs (3) to (5) inclusive, it shall forthwith file with the corporation a new affidavit setting forth such change of status and, in the case of paragraphs (6) and (7), that it shall annually, during the month of October, file with the corporation a new affidavit setting forth any change in status; provided, however, that new affidavits need not be filed if the only changes relate to a change of address.
(b) Affidavits of officers, directors, and the like. In addition to the affidavit required under subsection (a) of this section, the club or organization shall file affidavits in duplicate, containing the information set forth in § 165.51(a) (relating to individual stockholders—voting and nonvoting stock), executed by the following:
(1) Each of the officers, directors, governors, trustees or members of other types of a managing body.
(2) In the case of such an organization which has 25 members or less, each member.
(c) Change of status of affiant other than by stock transfer. If subsequent to the filing of an affidavit required under subsections (a) and (b), the status of any affiant changes with respect to any of the matters set forth in subsection (a)(3) to (7), in the case of the affidavit filed by an unincorporated club, association, or organization, and in § 165.51 (a)(5) to (12) in the case of individual affiants, such affiant shall forthwith file with the corporation with which his affidavit was originally filed a new affidavit setting forth with particularity such change; provided, however, that new affidavits need not be filed if the only changes are related to age or address and that in the case of subsection (a)(6) and (7), new affidavits need be filed annually, during the month of October only.
Cross References This section cited in 58 Pa. Code § 165.13 (relating to filing of information concerning stock transfers); 58 Pa. Code § 165.31 (relating to occupational and participation licenses).
§ 165.55. Additional information required when registered stockholder is not the sole beneficial owner.
If any registered stockholder provided for under this subchapter is not, or is not to be, the sole beneficial owner of such stock the registered stockholder shall annex to the affidavit required under this subchapter, and expressly state in said affidavit to be deemed a part thereof, a true and complete copy of all terms of the agreement pursuant to which the stock is to be so held by the registered stockholder, including a detailed statement of the interest therein of each person who is to have any interest in such stock. No person may hold stock as a registered stockholder for the benefit of any other person unless a duly executed agreement in writing exists setting forth all of the respective rights of the registered stockholder and the beneficial owner or owners, as well as all of the terms of the agreement between the registered stockholder and such beneficial owner or owners, and the same is attached to said affidavit.
Cross References This section cited in 58 Pa. Code § 165.13 (relating to filing of information concerning stock transfers); and 58 Pa. Code § 165.58 (relating to change of status of affiants who are beneficial owners).
§ 165.56. Affidavit of beneficial owners other than a registered stockholder.
Each person for whom stock, or any interest therein, is to be held by a registered stockholder shall be required to file an affidavit in duplicate setting forth the information required under § 165.51(a) (relating to individual stockholders—voting and nonvoting stock). To each of such affidavits shall be annexed, and expressly stated in such affidavit to be deemed a part thereof, a true and complete copy of all the terms of the agreement pursuant to which stock is to be so held by the registered stockholder, including a detailed statement of the interest therein of each person who is to have any interest therein. ‘‘Interest’’ as used in this section shall be construed and applied as the ‘‘holding of an interest’’ as defined in § 165.31 (relating to occupational and participation licenses).
Source The provisions of this § 165.56 amended August 4, 1978, effective August 5, 1978, 8 Pa.B. 2194.
Cross References This section cited in 58 Pa. Code § 165.13 (relating to filing of information concerning stock transfers); 58 Pa. Code § 165.57 (relating to beneficial ownership of stock by minors, incompetents and unascertained beneficiaries); and 58 Pa. Code § 165.58 (relating to change of status of affiants who are beneficial owners).
§ 165.57. Beneficial ownership of stock by minors, incompetents and unascertained beneficiaries.
(a) The affidavits required under § 165.56 (relating to affidavit of beneficial owners other than a registered stockholder) to be filed by persons having a beneficial interest in stock shall not be required where the registered stock transferee is:
(1) the executor or administrator of a decedent’s estate or a trustee and the beneficiaries of the estate or trust are not ascertainable until some future time;
(2) the guardian of an incompetent or minor; or
(3) an individual who holds stock under the Uniform Gifts to Minors Act.
(b) The registered stock transferee in the instances covered by this section shall include in his affidavit required by this subchapter a complete statement of the names, addresses, and ages of the minors or incompetents and his family or fiduciary relationship to each of them. In addition, the affidavit shall include in the case of an incompetent, the Court term and number in which the adjudication of incompetency was made.
(c) Affidavits as required by § 165.56 however, shall be submitted whenever any minor beneficiary attains his majority, an unascertained beneficiary is ascertained and an incompetent beneficiary is declared competent.
Cross References This section cited in 58 Pa. Code § 165.13 (relating to filing of information concerning stock transfers); and 58 Pa. Code § 165.58 (relating to change of status of affiants who are beneficial owners).
§ 165.58. Change of status of affiants who are beneficial owners.
If, subsequent to the filing of an affidavit required under § § 165.55—165.57 (relating to additional information required when registered stockholder is not the sole beneficial owner; affidavit of beneficial owners other than a registered stockholder; and beneficial ownership of stock by minors, incompetents, and unascertained beneficiaries), the status of any affiant changes with respect to any of the matters set forth in § 165.51(a) (5) to (12) of this title (relating to individual stockholders—voting and nonvoting stock), inclusive, such affiant shall forthwith file with the corporation with which his or its affidavit was originally filed, a new affidavit, in duplicate, setting forth with particularity such change.
Cross References This section cited in 58 Pa. Code § 165.13 (relating to filing of information concerning stock transfers).
§ 165.59. Debenture holders.
Every corporation licensed by the Commission, or which leases to such licensee the track at which it conducts pari-mutuel thoroughbred horse races, or which owns 25% or more of the stock of such licensee, shall annually, during the month of October, forward to the Commission the names and addresses of all record holders of registered debentures and coupon debentures registered as to principal.
Cross References This section cited in 58 Pa. Code § 165.13 (relating to filing of information concerning stock transfers).
§ 165.60. Affidavits to be filed with the Commission.
Each corporation required to obtain affidavits under this subchapter shall forthwith file with the Commission within ten days after receipt by the corporation one of each of the duplicate affidavits obtained by it.
Cross References This section cited in 58 Pa. Code § 165.13 (relating to filing of information concerning stock transfers).
§ 165.61. Duty of corporate licensees.
(a) Each association, firm, or corporation participating in the management of any corporation licensed by the Commission to engage in any activity connected with pari-mutuel racing, shall provide the Commission with a complete list of all of its stockholders indicating the number of shares held by each stockholder, once a year as per the direction of the Commission to designated representative. Each licensee shall within ten days after any transfer of stock in such licensee notify the Commission of such transfer with the name of the transferee and the number of shares held by such transferee.
(b) The Commission shall maintain a docket at its principal office in Harrisburg, Pennsylvania, setting forth the names of all shareholders in all corporations licensed under the State Horse Racing Law (15 P. S. § § 2651— 2675). Said docket shall include the number of shares held by each shareholder, the date of acquisition of such shares and the date of subsequent transfer by such shareholder in the event of divestiture of the shares. This docket shall be available for public inspection during normal business hours.
Cross References This section cited in 58 Pa. Code § 165.13 (relating to filing of information concerning stock transfers).
§ 165.62. Forfeiture of property rights in the stock held in trust.
No property rights shall exist in any shares of stock of any association or corporation which holds any license from the Commission, or any firm, association, or corporation which owns or leases to any licensed corporation a race track at which pari-mutuel racing is conducted, or any firm, association, or corporation which participates in the management of any association or corporation which holds a license from the Commission which are held in trust for the benefit of a person who is prohibited under the State Horse Racing Law (15 P. S. § § 2651—2675) and the provisions of this part from having any legal or beneficial interest in such stock, nor in having any shares of stock held in trust or for the benefit of another person unless the trust or the agreement under which said stock is held for another person is in writing. Upon final adjudication of forfeiture of stock pursuant to any suit brought by the Attorney General under section 8(d) of the State Horse Racing Law (15 P. S. § 2658), the Commission shall sell such stock as may be forfeited as a result of said final adjudication at public sale upon proper notice to the highest public bidder. The place and time of sale together with the form of notice shall be such as may be determined by the Commission in each instance.
Cross References This section cited in 58 Pa. Code § 165.13 (relating to filing of information concerning stock transfers).
§ 165.63. Exception.
Where, in the opinion of the Commission, the application of this subchapter would create a hardship without attending benefit, the Commission may accept affidavits especially prescribed by it for particular situations and waive the requirements set forth under this subchapter.
Cross References This section cited in 58 Pa. Code § 165.13 (relating to filing of information concerning stock transfers).
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