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Interpretive and Exemptive Letters

Texas State Securities Board's Interpretive and Exemption Letters from January 7, 1993 through March 5, 2012.

Pacific Crest Investment and Loan, §5.L; §5.M, 5/2/1997

by General Counsel of TSSB — last modified Mar 21, 2019 02:02 AM
Pacific Crest Investment and Loan, a California-chartered industrial loan company that is subject to supervision and regulation by the Federal Deposit Insurance Corporation (“PCIL”), proposes to sell certificates of deposit and other depository instruments that are, in effect, debts of PCIL to depositors. The staff noted that §5.L is not available because PCIL is not a “bank” subject to regulation under federal or state law, but confirmed that §5.M is available so long as sales in Texas are restricted to persons that will not own depository instruments in excess of the FDIC insurance limit.
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PaineWebber RMA Money Fund, Inc., §5.G(a); §7; no action recommended, 2/12/1996

by General Counsel of TSSB — last modified Mar 21, 2019 02:02 AM
§5.G available for second phase of reorganization of several investment funds in which each participant in such funds will receive securities with net asset values equal to their respective values immediately prior to such reorganization. The reorganization plan was to be approved by plan participants. No action recommended to require registration of securities issued in first phase of such reorganization.
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Pamela R. Malone, §4.N [previously Rule 107.2]; §12; no action recommended, 6/16/1993

by General Counsel of TSSB — last modified Mar 21, 2019 02:02 AM
A woman granted powers of attorney giving her discretionary authority to buy and sell securities for the benefit of two friends was not an “investment advisor” within the meaning of Rule 107.2 because she did not receive compensation for her services. No action recommended to require registration of Ms. Malone as a dealer or an agent in connection with such activities.
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Pharmacy Buying Association, Inc., §5.G, 12/29/2000

by General Counsel of TSSB — last modified Mar 21, 2019 02:02 AM
Target corporation transferred its business and substantially all its assets to subsidiary of parent corporation for subsidiary’s assumption of liabilities and issuance of shares of common stock of parent corporation. The shares of the parent corporation’s common stock were then distributed to shareholders of target corporation upon its liquidation. The shareholders of target corporation approved the reorganization and liquidation and no shareholder of target corporation paid or were obligated to pay any consideration. § 5.G exemption available for this even though separate corporations acquired assets and issued shares.
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Pharmacy Buying Association, Inc., §5.G, 12/29/2000

by General Counsel of TSSB — last modified Mar 21, 2019 02:02 AM
Target corporation transferred its business and substantially all its assets to subsidiary of parent corporation for subsidiary’s assumption of liabilities and issuance of shares of common stock of parent corporation. The shares of the parent corporation’s common stock were then distributed to shareholders of target corporation upon its liquidation. The shareholders of target corporation approved the reorganization and liquidation and no shareholder of target corporation paid or were obligated to pay any consideration. § 5.G exemption available for this even though separate corporations acquired assets and issued shares.
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Phoenix Home Life Mutual Insurance Company, §5.F; §6.F; §12; no action recommended, 12/23/2001

by General Counsel of TSSB — last modified Mar 21, 2019 02:02 AM
Conversion of mutual insurance company to stock company, upon policy holder vote and approval of New York insurance regulators. Converted company would be subsidiary of holding company. Holding company would conduct separate initial public offering of holding company’s common stock, which would be listed on NYSE. Company management and members of the retail distribution system through which the company marketed its insurance products were to contact policy holders and answer inquiries, as well as discuss the reorganization with policy holders. No action recommended to require registration of such persons as dealers. Call center personnel who were not employees of Company, but were supervised by Company management were to respond to policy holders inquiries and discuss reorganization using scripted answers. No action recommended to require the registration of such person as dealers. No action recommended to require registration of stock issued as part of conversion. §F.6 exemption from registration available for holding company IPO.
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Phoenix Home Life Mutual Insurance Company, §5.F; §6.F; §12; no action recommended, 12/23/2001

by General Counsel of TSSB — last modified Mar 21, 2019 02:02 AM
Conversion of mutual insurance company to stock company, upon policy holder vote and approval of New York insurance regulators. Converted company would be subsidiary of holding company. Holding company would conduct separate initial public offering of holding company’s common stock, which would be listed on NYSE. Company management and members of the retail distribution system through which the company marketed its insurance products were to contact policy holders and answer inquiries, as well as discuss the reorganization with policy holders. No action recommended to require registration of such persons as dealers. Call center personnel who were not employees of Company, but were supervised by Company management were to respond to policy holders inquiries and discuss reorganization using scripted answers. No action recommended to require the registration of such person as dealers. No action recommended to require registration of stock issued as part of conversion. §F.6 exemption from registration available for holding company IPO.
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Pioneer II, §7; no action recommended, 4/18/1996

by General Counsel of TSSB — last modified Mar 21, 2019 02:02 AM
No action recommended to require registration of shares of investment funds to be issued as part of a reorganization of several investment funds in which each participant in such funds will receive securities with net asset values equal to their respective values immediately prior to such reorganization. The reorganization plan was to be approved by plan participants.
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Pioneer Mid-Cap Fund, §7; no action recommended, 12/12/1995

by General Counsel of TSSB — last modified Mar 21, 2019 02:02 AM
No action recommended to require registration of shares of several new business trust funds created as part of a reorganization of an existing business trust fund in which each participant in such funds will receive securities with net asset values equal to their respective values immediately prior to such reorganization. The reorganization plan was to be approved by trust fund participants.
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Presbyterian Church (U.S.A.) Investment in Loan Program, Inc., §5.R; §6.J, 5/2/2011

by General Counsel of TSSB — last modified Mar 21, 2019 02:02 AM
Non-profit corporation exempt from taxation under Section 501(c)(3) of the Internal Revenue Code was entitled to exemption provided by §6.J for the sale of notes. In addition, dealer registration would not be required under the exemption provided by §5.R.exemption provided by §6.J for the sale of notes. In addition, dealer registration would not be required under the exemption provided by §5.R.
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Principal Financial Group, Inc., §6.F; §12; no action recommended, 6/7/2001

by General Counsel of TSSB — last modified Mar 21, 2019 02:02 AM
Reorganization under which mutual insurance company would convert to stock company and then be acquired in forward triangular merger with subsidiary of holding company. Holding company would conduct separate initial public offering of holding company’s common stock, which would be listed on NYSE. Company management and agents were to contact policy holders, answer inquiries, and discuss the reorganization with policy holders, without special compensation. No action recommended to require such persons to register as dealers. Call center personnel who were not employees of Company were to respond to policy holder's inquiries and discuss reorganization using scripted answers. No action recommended to require such persons to register as dealers. No action recommended to require registration of stock issued as part of the conversion. §6.F exemption from registration available for holding company IOPO.
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Pro-Fac Cooperative, Inc., §7; §12; no action recommended, 11/24/1998

by General Counsel of TSSB — last modified Mar 21, 2019 02:02 AM
No action recommended to require registration of the offer and sale by Pro-Fac Cooperative, Inc., a New York agricultural cooperative (“Pro-Fac”), of shares of its common stock to growers that are members of Pro-Fac. Pro-Fac processes, markets, and sells agricultural products grown by its members. The shares to be purchased by a member depend on the quantity and type of products delivered to Pro-Fac. Members purchase the shares not for investment, but as a way to assure a market for their products. Members will be entitled to annual distributions of patronage income and dividends on their shares, but those amounts will depend only on the member’s business done with Pro-Fac. The shares are not transferable except with the prior consent of Pro-Fac, and each member is entitled to one vote regardless of the number of shares it owns. No commission or other remuneration will be paid based upon any transaction involving the shares. The staff also recommended no action to require registration of Pro-Fac or its employees as dealers in connection with their activities in marketing the shares.
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Professional Veterinary Products, Ltd., §7; §12; no action recommended, 5/30/1997

by General Counsel of TSSB — last modified Mar 21, 2019 02:02 AM
No action recommended to require registration of the offer and sale by Professional Veterinary Products, Ltd., a Missouri corporation (“PVP”) acting as a wholesale buyer, solely for the benefit of its shareholders, of pharmaceuticals, vaccines, supplies, and items related to the practice of veterinary medicine of membership shares of PVP only to veterinarians or entities owned only by veterinarians. The membership shares will not be publicly advertised or marketed, but will be sold only by PVP representatives who will not be compensated for their selling efforts. Each shareholder may purchase only one membership share for $3,000. The membership shares may not be transferred, except back to PVP. No dividends will be paid on the membership shares. Upon liquidation of PVP, a shareholder will be entitled to receive at most the purchase price for its membership share; any excess will be distributed by PVP to a veterinary medical association or college of veterinary medicine. The staff also recommended no action to require registration of PVP or its directors, officers, and employees as dealers or agents in connection with the offer and sale of membership shares.
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Profile Technologies, Inc., §5.E, 2/10/1997

by General Counsel of TSSB — last modified Mar 21, 2019 02:02 AM
§5.E unavailable for the proposed offer and sale of shares of Profile Technologies, Inc. (“Profile”) to a Texas resident who is an accredited investor, purchasing for his own account, and an existing security holder of Profile. The offer to the Texas resident would be in connection with an underwritten public offering by Profile registered with the SEC. The underwriter would not engage in any general solicitation in Texas (unlike in other states), but would receive its underwriting discount in connection with the sale of shares to the sole Texas offeree. The staff noted that the underwriting discount would be “remuneration” that is prohibited by §5.E, and the staff declined to recommend no action regarding registration of the shares to be offered and sold to the Texas resident.
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