Interpretive and Exemptive Letters
Texas State Securities Board's Interpretive and Exemption Letters from January 7, 1993 through March 5, 2012.
Lone Star Vacuum, Inc., §5.B, 11/12/1997
by General Counsel of TSSB
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last modified
Mar 21, 2019 02:02 AM
§5.B available for the proposed disposition of shares, in accordance with section 9.504(a) of the Texas Business and Commerce Code, that were pledged as collateral for indebtedness incurred by the borrowers to purchase the shares and are being foreclosed upon by the ledges because of the failure to pay the indebtedness. The staff noted that §5.B exempts the sale from the securities registration requirements and the pledges from the dealer registration requirements, but does not exempt the offer and sale from the anti-fraud provisions of the Act.
Maine College Savings Program, §5.M, 4/17/2000
by General Counsel of TSSB
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last modified
Mar 21, 2019 02:02 AM
§ 5.M available for the offer of interests, and participation agreements to establish separate accounts, in a fund directed and administered by the Finance Authority of Maine, and held by the Treasurer of the State of Maine, as part of the Maine College Savings Program, a qualified state-tuition program under section 529 of the Internal Revenue Code (the “Fund”). The interests and participation agreements in the Fund will be offered through broker-dealers in Maine and Maine financial institutions. The staff remarks that the dealers and agents that will offer the securities in Texas must be registered before any such offering may be made in Texas.
Meridian Point Realty Trust ’83; Meridian Industrial Trust, Inc., §5.R; §6.F; §7; §12; no action recommended, 2/16/1996
by General Counsel of TSSB
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last modified
Mar 21, 2019 02:02 AM
§6.F and §5.R available for the issuance of stock listed on NYSE as part of the consideration paid in the purchase of assets from a business trust. §6.F available for the subsequent liquidating distribution of such NYSE-listed shares to the shareholders of the business trust. No action recommended to require dealer registration for business trust in connection with such liquidating distribution.
Merrill Lynch, §4.D; §12; no action recommended Rule 115.1;, 3/5/2012
by General Counsel of TSSB
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last modified
Mar 21, 2019 02:02 AM
Reconsiders and changes position expressed in 1995 letter to Prudential Securities. No action recommended to require registration of retiring registered representatives who could receive compensation for up to 4 years after retirement under client transition program without having to maintain registration as long as certain conditions were met, including no contact with clients and no conduct of securities-related business.
Metropolitan Life Insurance Company, §7; §12; no action recommended, 7/30/1999
by General Counsel of TSSB
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last modified
Mar 21, 2019 02:02 AM
No action recommended to require registration of the offer and sale by Metropolitan Life Insurance Company (“MetLife”) or a newly formed holding company of MetLife (the “Holding Company”) of shares to the policyholders of MetLife in connection with the conversion of MetLife from a mutual insurance company to a stock insurance company and MetLife’s becoming a wholly owned subsidiary of the Holding Company. The proposed conversion will be subject to the approval of the Superintendent of the New York Insurance Department, after a public hearing on the fairness of the conversion to the policyholders, and by the policyholders of MetLife. The staff also recommended no action to require the registration of MetLife, the Holding Company, or their personnel as dealers or agents in connection with their offers and sales of the shares.
Mid-American Waste Systems, Inc., §6.F; §7; no action recommended, 4/14/1994
by General Counsel of TSSB
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last modified
Mar 21, 2019 02:02 AM
§6.F available for issuance of senior notes by an issuer listed on NYSE which were guaranteed by issuer’s subsidiaries. The subsidiary guarantees were unconditional and not separately tradable from the senior notes. No action recommended to require registration of guarantees of senior notes by issuer’s subsidiaries.
Midwest Community Bank, §5.L, 6/19/2003
by General Counsel of TSSB
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last modified
Mar 21, 2019 02:02 AM
§5.L exemption available for sales of shares of state bank in organization, even though partial payment required before bank charter granted.
Miles Homes, Inc.; Miles Home Services, Inc.; Plymouth Company, Inc.; Patwil Homes, Inc., §6.F; §7; no action recommended, 10/15/1993
by General Counsel of TSSB
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last modified
Mar 21, 2019 02:02 AM
§6.F available for issuance of senior notes guaranteed by an issuer quoted on Nasdaq’s National Market System, and two of issuer’s subsidiaries. The guarantees were full and unconditional and senior to the common stock of issuer, and the subsidiary guarantees were not separately tradable from the senior notes. No action recommended to require registration of guarantees of senior notes by issuer and its subsidiaries.
Money Mortgage Corp. of America, §5.J, 3/16/1993
by General Counsel of TSSB
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last modified
Mar 21, 2019 02:02 AM
§5.J. available for originator of equity mortgage loans who places such loans with private investors where the entire mortgage loan was sold with all notes secured thereby in a single transaction to a single investor.
Money Mortgage Corporation of America, §5.J; §22, 8/13/1999
by General Counsel of TSSB
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last modified
Mar 21, 2019 02:02 AM
§5.J available for the offer and sale by Money Mortgage Corporation of America, a mortgage originator (the “Company”), of individual subprime residential real estate mortgages in their entirety to a single investor. The Company will be entitled to receive interest payments in excess of an amount of a guaranteed return to the investor and will have the option to repurchase the mortgage from the investor. No employee or officer of the Company will be paid any commission or other remuneration based on the solicitation of any investors, and all employees and officers have other bona fide operational responsibilities for the Company. The staff acknowledged that the Company will not be deemed a dealer and that §22 will not apply to the transactions. The staff cautioned that its opinion does not extend to any possible securitization of mortgages repurchased by the Company from the investor.
Monmouth Capital Corporation, §5.E, 10/7/1994
by General Counsel of TSSB
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last modified
Mar 21, 2019 02:02 AM
§5.E available for a rights offering where each shareholder of the issuer would have the right to purchase additional shares of the issuer’s common stock.
Myte Technologies Inc., §4.N; [former Rule 107.2]; no action recommended, 5/27/1998
by General Counsel of TSSB
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last modified
Mar 21, 2019 02:02 AM
No action recommended to require registration by Myte Technologies Inc. (“Myte”) as an investment adviser in Texas in connection with offering a web-based securities-price-analysis software program to subscribers. Myte’s program would provide subscribers with an analysis of trading patterns of exchange-listed securities, to enable the subscribers to make their own trading decisions. Neither Myte nor its program will solicit information regarding any subscriber’s investment needs, risk tolerance, or financial position or provide any advice regarding the purchase or sale of any specific security. Myte will offer advertising space on its program to third parties, including unaffiliated broker-dealers. The staff referred to the exclusion from the definition of “investment adviser” in the Rule 107.2 [now §4.N] for financial publishers and noted that it would treat the electronic publication of investment information like the traditional (print) publication of investment information.
MyVetsMeds, L.P., §7; §12; no action recommended, 10/7/2005
by General Counsel of TSSB
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last modified
Mar 21, 2019 02:02 AM
No action recommended to require registration of certificates of limited partnership in cooperative network of veterinarians to aggregate purchasing power not where partnership interests subject to restrictions on transfer and rebates from the partnership linked to purchases by each individual partner.
NetProphetTM Electronic Internet Publications, §4.C; Rule 107.2; no action recommended, 11/20/1996
by General Counsel of TSSB
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last modified
Mar 21, 2019 02:02 AM
No action recommended to require registration of publisher of website as a dealer or investment adviser. The staff determined to treat the electronic publication of investment analyses and advice, over the internet, in the same manner as traditional paper or print publication. Neural Applications Corporation (“Neural”) would offer through its website daily published forecasts or trading recommendations of five securities listed on national exchanges. Those recommendations, which would be based on analyses applied equally to all securities, would be available to subscribers on an impersonal basis. Neural would earn revenues through subscription fees and website advertising, though there would be no promotional material regarding any recommended security. Neural would not gather personal investment-related information from any subscriber, would not provide tailored advice to any subscriber, and would not assist subscribers in executing any trades.
NISA Investment Advisors, L.L.C., §5.T; Rule 109.3(c) [now 109.6(b)]; Rule 139.1(b), 12/5/1994
by General Counsel of TSSB
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last modified
Mar 21, 2019 02:02 AM
Rule 109.3(c) [now 109.6(b)] available for investment advisor to an employee benefit plan and two qualified nuclear reserve funds, each with assets of not less than $5 million. Because the transactions were exempt under the Rule [109.6(b)], which was a rule adopted pursuant to §5.T, persons engaged in such transactions were exempt from dealer registration pursuant to Rule 139.1(b).
Norwest Bank Minnesota, N.A.; Prudential Defined Contribution Services, Moosic, Pennsylvania, §7; no action recommended, 1/30/1996
by General Counsel of TSSB
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last modified
Mar 21, 2019 02:02 AM
No action recommended to require registration of units in a collective investment fund to be marketed to employee benefit plans with assets in excess of $5 million.
Nuevo Energy Company, §6.F; §7; no action recommended, 3/21/1996
by General Counsel of TSSB
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last modified
Mar 21, 2019 02:02 AM
§6.F available for issuance of notes by an issuer listed on NYSE. No action recommended to require registration of guarantees of such notes by issuer’s subsidiaries. The subsidiary guarantees were unconditional, not separately tradable from the senior notes, and no separate consideration was required to receive such guarantees.
Oglethorpe Power Corporation, §6.D; §7; no action recommended, 1/19/2011
by General Counsel of TSSB
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last modified
Mar 21, 2019 02:02 AM
No action recommended to require registration of bonds to be issued by public service utility even though staff concluded that rates and charges not completely subject to the required supervision where rate schedule was subject to approval, but changes pursuant to the schedule were not subject to separate approval.
One Share.com, §7; §12; no action recommended, 10/27/2005
by General Counsel of TSSB
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last modified
Mar 21, 2019 02:02 AM
No action recommended to require registration of framed single share stock certificates marketed as novelty gifts.
Orphan Medical, Inc.; Chronimed, Inc., §5.D, 9/28/1994
by General Counsel of TSSB
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last modified
Mar 21, 2019 02:02 AM
§5.D available for distribution by Chronimed Inc. to its shareholders of all of the issued and outstanding shares of Chromimed’s subsidiary’s common stock. Fractional shares to be distributed would be rounded up or down, as applicable, to the nearest full number of shares. The distribution was to be paid out of Chronimed’s earnings and surplus.