Subchapter C. STOCK ISSUES OR TRANSFERS
Sec
185.51. Individual stockholders—voting and nonvoting stock.
185.52. Corporations—voting and nonvoting stock.
185.53. Partnership stockholders.
185.54. Unincorporated club or other unincorporated organization as stockholder.
185.55. Additional information required when registered stockholder is not the sole beneficial owner.
185.56. Affidavit of beneficial owners other than a registered stockholder.
185.57. Beneficial ownership of stock by minors, incompetents and unascertained beneficiaries.
185.58. Change of status of affiants who are beneficial owners.
185.59. Debenture holders.
185.60. Affidavits to be filed with the Commission.
185.61. Duty of associations and corporate licensees.
185.62. Commission to maintain docket.
185.63. Forfeiture of property rights in the stock held in trust.
185.64. Exceptions.§ 185.51. Individual stockholders—voting and nonvoting stock.
(a) Requirement to obtain affidavits. Every association or corporation which owns 25% or more of the stock of an association shall obtain, contemporaneously with the original issuance or transfer on its books of its voting or nonvoting stock to an individual an affidavit in duplicate, executed by such individual wherein he shall state:
(1) His name.
(2) His address.
(3) His age (not applicable in case of nonvoting stock).
(4) His occupation (not applicable in case of nonvoting stock).
(5) The number of shares transferred to him.
(6) Whether he is the sole beneficial owner of the stock.
(7) Whether he has been convicted of a crime involving moral turpitude.
(8) Whether he has been engaged in bookmaking or other forms of illegal gambling.
(9) Whether he has been found guilty of any fraud or misrepresentation in connection with racing or breeding.
(10) Whether he has been guilty of any violation or attempt to violate any law, rule or regulation of any racing jurisdiction, for which suspension from racing might be imposed in such jurisdiction.
(11) Whether he has violated any rule, regulation or order of the Commission.
(12) That he does not hold any elected office in the Commonwealth of Pennsylvania or any political subdivision thereof; is not employed by the Commonwealth of Pennsylvania or any political subdivision thereof; and is not a member of a National Party Committee, a chairman, vice-chairman, secretary, treasurer, counsel or member of an Executive Committee of a State committee, a county chairman, vice-chairman, counsel, secretary or treasurer of a county committee or a city chairman, vice-chairman, 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 any affidavit required under subsection (a), the status of any affiant changes without a transfer of stock with respect to any of the matters set forth in subsection (a)(5) to (12), inclusive, such affiant shall forthwith file with the association or corporation with which his affidavit was originally filed, a new affidavit in duplicate setting forth with particularity such change.
Cross References This section cited in 58 Pa. Code § 185.52 (relating to corporations—voting and nonvoting stock); 58 Pa. Code § 185.53 (relating to partnership stockholders); 58 Pa. Code § 185.54 (relating to unincorporated club or other unincorporated organization as stockholder); 58 Pa. Code § 185.56 (relating to affidavit of beneficial owners other than a registered stockholder); and 58 Pa. Code § 185.58 (relating to change of status of affiants who are beneficial owners).
§ 185.52. Corporations—voting and nonvoting stock.
(a) Requirement to obtain affidavits. Every association or corporation which owns 25% or more of the stock of an association shall obtain contemporaneously with the original issue or transfer on its books of its voting or nonvoting stock to a corporation, 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 Pennsylvania.
(5) The number of shares transferred to the corporation.
(6) The names, addresses and ages of all the directors of the corporation.
(7) The names, addresses and ages of all the officers of the corporation.
(8) The names and addresses of all registered stockholders.
(9) A statement to the effect that if there is any change in the status of the corporation with respect to any of the matters set forth in paragraphs (5)—(7) inclusive, that it shall forthwith file with the association 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 association 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 § 185.51(a) (relating to individual stockholders—voting and nonvoting stock), 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 stock 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)—(8) inclusive, of subsection (a), in the case of a corporate affiant, and § 185.51(a)(5)—(12) (relating to individual stockholders—voting and nonvoting stock) in the case of individual affiants, such affiant shall forthwith file with the association or 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 subsection (a)(8), new affidavits need be filed annually, during the month of October only.
§ 185.53. Partnership stockholders.
(a) Requirement to obtain affidavit. Every association or corporation which owns 25% or more of the stock of an association shall obtain contemporaneously with the original issue or transfer on its books of its voting or nonvoting stock to every partnership, 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 Pennsylvania.
(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 association 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 § 185.51(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 § 185.51(a)(5) to (12) in the case of an individual affiant, such partnership shall forthwith file with the association 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.
§ 185.54. Unincorporated club or other unincorporated organization as stockholder.
(a) Requirement to obtain affidavit. Every association or corporation which owns 25% or more of the stock of an association shall obtain contemporaneously with the original issue or transfer on its books of its voting or nonvoting stock to every unincorporated club or other unincorporated organization, except a partnership, 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 Pennsylvania.
(3) The number 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, that it shall forthwith file with the association 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 association 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), the club or organization shall file affidavits in duplicate, containing the information set forth in § 185.51(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)—(7), in the case of the affidavit filed by an unincorporated club or other unincorporated organization, and in § 185.51(a)(5)—(12) (relating to individual stockholders—voting and nonvoting stock) in the case of individual affiants, such affiant shall forthwith file with the association 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.
§ 185.55. 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 set forth in the affidavit required under this subchapter 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 as there may be.
Cross References This section cited in 58 Pa. Code § 185.58 (relating to change of status of affiants who are beneficial owners).
§ 185.56. 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 § 185.51(a) (relating to individual stockholders—voting and nonvoting stock). Said beneficial owner shall be relieved of the responsibility of filing a copy of the written agreement between the beneficial owner and the registered stockholder if such beneficial owner states in the affidavit to be filed under this rule that he has examined the affidavit filed by the registered stockholder together with the written agreement attached thereto and that said written agreement is true and correct and accurately and fully reflects the entire understanding between the registered stockholder and the beneficial owner with respect to such stock. In the alternative, the beneficial owner may attach to his affidavit a true and correct copy of said written agreement.
Cross References This section cited in 58 Pa. Code § 185.57 (relating to beneficial ownership of stock by minors, incompetents and unascertained beneficiaries); and 58 Pa. Code § 185.58 (relating to change of status of affiants who are beneficial owners).
§ 185.57. Beneficial ownership of stock by minors, incompetents and unascertained beneficiaries.
(a) The affidavits required under § 185.56 (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 one of the following:
(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.
(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 § 185.56, 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 § 185.58 (relating to change of status of affiants who are beneficial owners).
§ 185.58. Change of status of affiants who are beneficial owners.
If, subsequent to the filing of an affidavit required under § § 185.55—185.57 (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 § 185.51(a)(5)—(12) (relating to individual stockholders—voting and nonvoting stock), such affiant shall forthwith file with the association or corporation with which his or its affidavit was originally filed, a new affidavit in duplicate, setting forth with particularity such change.
§ 185.59. Debenture holders.
Every association or corporation which owns 25% or more of the stock of an association 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.
§ 185.60. Affidavits to be filed with the Commission.
Each association or corporation required to obtain affidavits under this subchapter shall forthwith file with the Commission within 10 days after receipt by the association one of each of the duplicate affidavits obtained by it.
§ 185.61. Duty of associations and corporate licensees.
Each association, firm or corporation participating in the management of any association and all other corporations 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 10 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.
§ 185.62. Commission to maintain docket.
The Commission shall maintain a docket at its principal office in Harrisburg, Pennsylvania, setting forth the names of all shareholders in all associations licensed under the State Harness Racing Law. 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.
§ 185.63. Forfeiture of property rights in the stock held in trust.
No property rights shall exist in any shares of stock of any association, corporate licensee, or any firm or corporation participating in the management of any association or any other corporate licensee which are held in trust for the benefit of a person who is prohibited under the State Harness Racing Law 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 7.1 (d) of Act 136 approved July 17, 1963, amending the State Harness Racing Law of December 22, 1959, 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.
§ 185.64. Exceptions.
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.
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