KRS 286.12-040: Proposed change of control of licensee -- Information to be submitted --

Commissioner's determination and approval.

(1) As used in this section:

(a) "Control":

1. Means possession, directly or indirectly, of the power to direct or cause

the direction of the management and policies of a licensee, whether

through the ownership of the licensee's voting stock, the ownership of

voting stock of any person that possesses such power over the licensee,

or otherwise; and

2. Shall be presumed to exist for any person that, directly or indirectly,

owns, controls, or holds with power to vote, ten percent (10%) or more

of the following, except no person shall be deemed to control a licensee

solely by reason of being an officer or director of the licensee:

a. A licensee's voting stock; or

b. The voting stock of a person that owns, controls, or holds with

power to vote, ten percent (10%) or more of a licensee's voting

stock; and

(b) "Legal representative" means a person duly appointed by a court of competent

jurisdiction to act as executor, administrator, trustee, committee, conservator,

or receiver, including a person acting in an ancillary capacity thereto in

accordance with the provisions of the court appointment.

(2) A licensee shall submit to the commissi oner, within fifteen (15) days after learning

of a proposed change of control, and at least thirty (30) days prior to the proposed

change of control:

(a) The name, address, and occupation of each new managing officer and director,

general partner, or managing member, as may be applicable; and

(b) Any other information as the commissioner may require.

(3) (a) The commissioner may determine whether or not the ownership, control, or

holding of voting stock constitutes, or would constitute, control of a license e

for purposes of this section.

(b) The following may make a request to the commissioner for a determination

under paragraph (a) of this subsection:

1. A licensee;

2. Any person that, directly or indirectly, owns, controls, or holds the

power to vote, any voting stock of a licensee; or

3. Any person that seeks to own, control, or hold power to vote, any voting

stock of a licensee.

(4) (a) Except as provided in subsectio n (6) of this section, no person shall take an

action that results in a change in control of a licensee without prior written

approval from the commissioner.

(b) A person seeking to acquire control of a licensee shall:

1. Submit a written application to, a nd on a form prescribed by, the

commissioner, which shall include:

a. The information and materials required for applications under

KRS 286.12-030; and

b. Any other information the commissioner deems necessary and

appropriate for the purpose of making the determination required

by subsection (5) of this section; and

2. Pay an investigation fee prescribed by order of the commissioner.

(5) The commissioner shall approve an application made under subsection (4) of this

section if the commissioner determines th at the requirements of this subtitle for

obtaining a license will be satisfied after the change of control.

(6) For a change of control by operation of law to the legal representative of a person

who has control of a licensee, the legal representative shal l, within six (6) months

from the date of the representative's qualification or within any additional period of

time as the commissioner may, in writing, approve, make an application to the

commissioner under subsection (4) of this section for approval of the change of

control, which shall be determined by the commissioner in accordance with

subsection (5) of this section.