Interpretive and Exemptive Letters

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

Atlanta Marriott Marquis II Limited Partnership §5(G) 11/21/1997

by General Counsel of TSSB — last modified Mar 21, 2019 02:01 AM

§ 5.G unavailable for the proposed sale or transfer of limited partnership interests of one Delaware limited partnership (the “Surviving Partnership”) in connection with the merger of another Delaware limited partnership (the “Merging Partnership”) with and into the Surviving Partnership, because neither the Surviving Partnership nor the Merging Partnership is a corporation. Also, the staff declined to recommend no action to register the offer and sale of the limited partnership interests of the Surviving Partnership to the Texas residents that are limited partners of the Merging Partnership.

Austin Diagnostic Clinic Association, §7; §12; no action recommended, 3/24/1997

by General Counsel of TSSB — last modified Mar 21, 2019 02:01 AM

No action recommended to require registration of the distribution of limited partnership interests as bonus compensation to existing shareholders of Austin Diagnostic Clinic Association, a Texas professional association (“ADCA”), in connection with the conversion of ADCA to a Texas limited partnership, where no communication or remuneration will be paid in connection with the distribution, the recipients will not be obligated to pay any consideration or provide any additional services for the interests, the transferability of the interests will be restricted, and the recipients will make various typical investment representations. The staff also recommended no action to require registration of ADCA as a dealer in connection with the distribution.

Beazer Homes U.S.A. Inc. §6(F) §7 Rule 111.2 No Action Recommended 1/27/1994

by General Counsel of TSSB — last modified Mar 21, 2019 02:01 AM

§6.F available for issuance of senior notes by an issuer approved for listing 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.

Bryan-College Station Financial Holding Company, §7; §12; no action recommended, 10/17/1997

by General Counsel of TSSB — last modified Mar 21, 2019 02:01 AM

No action recommended to require registration of the issuance of shares of a proposed thrift holding company conducting a public offering registered with the SEC in connection with a reorganization of First Federal Savings Bank (“First Federal”), a thrift regulated and supervised by the United States Office of Thrift Supervision (the “OTS”). The reorganization, which will involve a reverse triangular merger by which First Federal will become the wholly-owned subsidiary of the holding company, is subject to approval by the shareholders of First Federal and by the OTS. The holding company will also be subject to regulation by the OTS. The proceeds of the public offering will be used in part to pay cash to shareholders of First Federal that do not elect to exchange their shares for shares of the holding company. The staff also recommended no action to require registration of the holding company and its executive officers and directors as dealers in connection with the offering and the reorganization.

C.S.B. Bancshares, Inc., §5.G, 5/19/1993

by General Counsel of TSSB — last modified Mar 21, 2019 02:01 AM

§5.G available for reorganization by merger of a bank into a single bank holding company in which shareholders of the bank may exchange their shares of bank stock for either stock of the bank holding company or subordinated debentures to be issued by the bank holding company.