KRS 286.4-465: Approval of change of control -- Application -- Fees -- Determination of

whether proposed transaction constitutes change of control.

(1) As used in this section, "change of control" means any of the following:

(a) A transfer of ownership inte rest that results in giving a person the power to

direct the management or policies of a licensee;

(b) For publicly traded licensees, a transfer of at least ten percent (10%) of the

outstanding voting stock;

(c) For privately held licensees, a transfer of at least twenty-five percent (25%) of

the outstanding voting stock; or

(d) The acquisition of an existing licensed location or locations by a licensee.

(2) (a) Except as provided in paragraph (b) of this subsection, a change of control of

a licensee or an existing licensed location shall be approved in writing by the

commissioner prior to the change.

(b) For the following changes of control, a licensee shall file an application with

the commissioner within fifteen (15) days after learning of the change of

control:

1. A change of control that results when a person acquires control of a

licensee by devise or descent;

2. A change of control that results when a person acquires authority to act:

a. As a personal representative, custodian, guardian, conservator, o r

trustee;

b. As an officer appointed by a court of competent jurisdiction; or

c. By operation of law;

3. A change of control that results from the public offering of securities;

and

4. A change of control that has been exempted by regulation or order of the

commissioner, if the commissioner makes a finding that it is in the

public interest to do so.

(3) The licensee shall make an application to the commissioner for approval of a

change of control on a form prescribed by the commissioner.

(4) (a) For changes of control resulting in an existing licensee obtaining control of an

existing licensed location or locations, the application fee shall be one

hundred dollars ($100) per location, exce pt that the total fee for a single

application shall not exceed one thousand dollars ($1,000) regardless of the

number of locations acquired.

(b) For all other changes of control, the application fee shall be the fees set forth

in KRS 286.4-440.

(5) The co mmissioner shall approve an application for a change of control if the

commissioner determines that the requirements of this subtitle for obtaining a

license will be satisfied after the change of control.

(6) (a) Before filing an application for approval o f a change of control, a licensee

may submit a written request for a determination from the commissioner as to

whether a proposed transaction constitutes a change of control.

(b) If the commissioner determines that a proposed transaction would not

constitute a change of control, then the commissioner shall respond in writing

to that effect, and the licensee shall not be subject to the requirements of this

section.

(c) In the event the commissioner does not make a determination as to whether a

proposed trans action would constitute a change of control within sixty (60)

days from the date of the request, then no application for a change of control

shall be required.