Texas Register, Volume 12, Number 70, Pages 3237-3293, September 18, 1987 Page: 3,249
3237-3293 p. ; 28 cm.View a full description of this periodical.
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Proposed
R Sule Before an agency may permanently adopt a new or amended rule, or repeal an existing rule, a pro-
posal detailing the action must be published in the Register at least 30 days before any action
may be taken. The 30-day time period gives interested persons an opportunity to review and make oral or written
comments on the rule. Also, in the case of substantive rules, a public hearing must be granted if requested by at
least 25 persons, a governmental subdivision or agency, or an association having at least 25 members.
Symbology in proposed amendments. New language added to an existing rule is indicated by the use of bold
text. [Brackets] indicate deletion of existing material within a rule.TITLE 7. BANKING AND
SECURITIES
Part VII. State Securities
Board
Chapter 141. Administrative
Guidelines for Registration
of Equipment Programs
r7 TAC 141.1-141.8
The State Securities Board proposes
amendments to 141.1-141.5, and new
141.6-141.8, concerning administrative
guidelines for registration of equipment
programs. Existing 141.6-141.9 are simul-
taneously proposed for repeal. The amend-
ments reflect provisions that were in-
cluded in the most recent amendments to
the North American Securities Admin-
istrators Association's real estate guide-
lines.
Richard D. Latham, securities commis-
sioner, has determined that for the first
five-year period the sections will be in ef-
fect, there will not be fiscal implications
as a result of enforcing or administering
the sections.
Mr. Latham also has determined that for
each year of the first five years the sec-
tions are in effect the public benefit anti-
cipated as a result of enforcing the
sections will be continued uniformity with
other states in applying standards for the
registration of equipment programs.
There is no anticipated economic cost to
individuals who are required to comply
with the proposed sections.
Comments on the proposal may be sub-
rrmtted to Denise Voigt Crawford, State
Securities Board, P.O. Box 13167, Austin,
Texas 78711-3167.
The amendments and new sections are
proposed under Texas Civil Statutes, Ar-
ticle 581, 28-1, which provide the board
with the authority to adopt rules and
regulations governing registration state-
ments and applications; classify securi-
ties, persons, and matters within its
jurisdiction; and prescribe different re-
quirements for different classes.
141.1 Introduction.
(a) (No change.)
(b) Definitions. Where terms used in
the prospectus are subject to more than one
interpretation, and such terms are materialto program provisions, the prospectus shall
contain a glossary of such terms. Any dis-
crepancies between the definitions set forth
in these guidelines and the definitions set
forth in the glossary shall be indicated in the
application filed with the securities commis-
sioner.
(1)-(5) (No change.)
(6) Carried interest-An [equity] in-
terest taken in a program by a person, other
than the promotional interest provided for
in 141.4(c)(3) and (d) of this title (relating
to Compensation and Expenses), for which
full consideration is not paid or to be paid.
Refer to 141.4(b) and (c)(4) of this title
(relating to Compensation and Expenses) for
the treatment of carried interests.
(7)-(18) (No change.)
[(19) Nonspecified equipment pro-
gram-A program where, at the time a se-
curities registration is ordered effective, less
than 75% of the net proceeds from the sale
of program interests are allocable to the pur-
chase or renovation of identified equipment
or an identified type of equipment, or a pro-
gram which provides for reinvestment unless
such reinvestment is to be made in the same
type of identified equipment. Reserves shall
be included in the nonspecified 25%.1
(19)[(20)] Operating leases-Leases
which will return to the lessor less than the
purchase price of equipment from rentals
payable during the initial term of the lease.
(20)1(21)1 Offering expenses-
Those expenses, regardless of when incurred
or paid, incurred in contemplation of regis-
tration and sale of program interests, as well
as in actual registration of program interests
and offering and distributing them to the
public, including sales commissions or other
fees paid to broker-dealers in connection
with sale and distribution of program in-
terests. The commissioner may deem par-
ticular expenses to be offering expenses, even
though such expenses are categorized dif-
ferently by the sponsor.
(21)1(22)] Participant --The holder
of a program interest.
(22)1(2n11 Person--Any t,mural nr'r-
son, partnership, corporation, association,
oi other legal entity.
(23)((24)] Program-A limited or
general partnership, joint venture, unincor-
porated association, or similar organization
other than a corporation formed and oper-
ated for the primary purpose of investment
in and the operation of or gain from an in-AP Proposed Rules
terest in equipment.
(24)[(25)] Program interest-The
limited partnership unit or other indicia of
ownership in a program.
(25)[(26)] Prospectus-[Shall have]
The meaning given to that term by the Se-
curities Act of 1933, 2(10), including a
preliminary prospectus; provided, however,
that such term as used herein shall also in-
clude an offering circular as described in the
Securities Act of 1933, General Rules and
Regulations, Rule 256, or, in the case of an
intrastate offering, any document by what-
ever name known, utilized for the purpose
of offering and selling securities to the
public.
(26)[(27)] Purchase price of
equipment-The price paid upon the pur-
chase or sale of a particular item of equip-
ment, including the amount of acquisition
fees and all liens and mortgages on the
equipment, but excluding points and prepaid
interest.
(27) Specified equipment program
-A program where, at the time a securities
registration is ordered effective, at least 75%
of the net proceeds from the sale of program
interests are allocable to the purchase or
renovation of identified equipment or one
specified type of identified equipment.
Reserves shall not be included in the 75%.
(28) (No change.)
141 2 Requirements of Sponsor-
(a) (No change.)
(b) Requirements of sponsor.
(1) (No change.)
(2) Financial information required.
The sponsor shall provide as an exhibit to
the application the following financial infor-
mation in support of its net worth.
(A) Corporate sponsors shall
submit a balance sheet as of the end of their
most recent fiscal year, prepared in accor-
dance with generally accepted accounting
principles and examined and reported upon
by an independent certified public accoun-
tant in accordance with generally accepted
auditing standards. A balance sheet foi the
prior fiscal year which meets the previously
mentioned qualifications may be used if the
most recent fiscal year has ended not more
than ninety days prior to the date of filing.
land] An unaudited balance sheet as of a
date not more than 135 days prior to the date
of filing should lisl also be prepared. Such
statements shall be included in the pro-
spect us.
September 18, 1987 12 TexReg 3249
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Texas. Secretary of State. Texas Register, Volume 12, Number 70, Pages 3237-3293, September 18, 1987, periodical, September 18, 1987; Austin, Texas. (https://texashistory.unt.edu/ark:/67531/metapth243914/m1/13/: accessed July 17, 2024), University of North Texas Libraries, The Portal to Texas History, https://texashistory.unt.edu; crediting UNT Libraries Government Documents Department.