Mortgage Revenue Bonds

PURPOSE: This rule specifies the securities registration requirements created by sections 108.450–108.470, RSMo which require certain mortgage revenue bonds to comply with Chapter 409, RSMo. It details the information which issuers must submit and limits the method to registration by qualification. It also provides a new form to be used for this type of registration. (1) Mortgage revenue bonds issued pursuant to authority contained in sections 108.450–108.470, RSMo must be registered by qualification. (A) The information listed for registration statements by qualification under section 409.3-304(b), RSMo is required, modified or omitted as follows for the purpose of registering mortgage revenue bonds authorized by sections 108.450–108.470, RSMo. (Note: The numbers without brackets listed in this rule correspond to the bracketed numbers in section 409.3-304(b), RSMo): 1. The issuer’s name, address and form and date of organization (Other items from this subsection should be omitted); 2. With respect to every elected official performing legislative functions for the issuer, the chief executive officer of the issuer and the chief appointed fiscal officer of the issuer; his/her name, address and position; a description of any material interest held by any such person in any material transaction with the issuer or any of its agencies effected within the past three (3) years or proposed to be effected (Other items from this subsection should be omitted); 3. (Information from this subsection should be omitted); 4. (Information from this subsection should be omitted); 5. (Information from this subsection should be omitted); 6. (Information from this subsection should be omitted); 7. (Information from this subsection should be omitted); 8. The kind and amount of securities to be offered; the proposed offering price or the method by which it is to be computed; any variations therefrom at which any proportion of the offering is to be made to any person or class or persons other than underwriters, with a specification of any such person or class; the basis upon which the offering is to be made if otherwise than for cash; the estimated aggregate underwriting and selling discounts or commissions and finder’s fees (including, listed separately, cash, securities, contracts or anything else of value to accrue to the underwriters or finders in connection with the offering) or, if the selling discounts or commissions are variable, the basis for determining them and their maximum and minimum amounts; the estimated amounts of other selling expenses, including legal, engineering and accounting charges; the name and address of every underwriter and every recipient of a finder’s fee; a copy of any underwriting or selling group agreement pursuant to which the distribution is to be made or the proposed form of any such agreement whose terms may not yet have been determined; and a description of the plan of distribution of any securities which are to be offered otherwise than through an underwriter; 9. The estimated cash proceeds to be received by the issuer from the offering; the purposes for which the proceeds are to be used by the issuer; the amounts to be used for each purpose; the order or priority in which the proceeds will be used for the purposes stated; the amounts of any funds to be raised from other sources to achieve the purposes stated; and the sources of any such funds (Other items from this subsection should be omitted); 10. (Information from this subsection should be omitted); 11. (Information from this subsection should be omitted); 12. (Information from this subsection should be omitted); 13. A copy of any preliminary official statement, prospectus, pamphlet, circular, form letter, advertisement or other sales literature intended as of the effective date to be used in connection with the offering; 14. A specimen or copy of the security being registered and a copy of any indenture or other instrument covering the security to be registered (Other items from this subsection should be omitted); 15. A copy of the form of an opinion of counsel which will be executed upon delivery of the bonds to the underwriter or other purchaser and which opines as to the legality of the bonds being registered, whether the bonds when, if and as delivered, will be legally issued and whether the bonds will be binding obligations of the issuer (Other items from this subsection should be omitted); 16. The written consent of any accountant, engineer, appraiser or other person whose profession gives authority to a statement made by him/her, if any such person is named as having prepared or certified a report or valuation (other than a public and official document or statement) which is used in connection with the registration statement; 17. (Information from this subsection should be omitted); and 18. The following additional information: A. A description of the trustee; B. A description of the terms and conditions of any indenture covering the bonds (which may be included in the official statement); C. A description of the mortgage pool insurance and any other insurance policies relating to the mortgage loans or loans to mortgage lenders; D. A general description of terms and conditions of the purchase of, investment in, or assignment of mortgage loans from mortgage lenders or loans made to mortgage lenders, provisions for the security of the loans and provisions requiring the proceeds of the loans to be used by those mortgage lenders for the making of new mortgages for single family residential housing; provisions for securing new mortgages; and a general description of the terms and conditions of new mortgage loans including origination, service and administration of the new mortgage loans; E. The plans covering the events of default and remedies; F. A copy of the ordinance or court order authorizing issuance of the bond; G. Statement indicating the provisions made by the political subdivision to secure the payment of the bonds including the creation of reserve and capitalized interest funds; action taken by the political subdivision with respect to the setting and collection of fees and charges deemed necessary to pay the debt service on the bonds; statement indicating whether there are provisions permitting or restricting the issuance of additional securities, the release or substitution of assets securing the issue, the modification of terms of the security; statement indicating the terms and conditions, if any, under which the holders, or any specified percentage of the holders, of the bonds or any coupons representing interest accrued on the bonds or coupons may, by civil action, compel the issuer to perform all duties imposed upon it by statute (that is, sections 108.450–108.470, RSMo) and to enforce the performance of any and all of the covenants made by the issuer with respect to the issuance of the bonds; and statement of the provisions relating to maturity, redemption, amortization, sinking fund or retirement; H. Statement indicating whether there is litigation of any nature pending or threatened against the issuer, as of the date of the registration statement, to restrain or enjoin the issuance, sale, execution or delivery of the bond or in any way contesting or affecting the validity of the bonds or the security of the bonds, or contesting the validity of any proceedings of the issuer taken with respect to the issuance or sale; and form of certificate to be signed at time of closing; and I. Statement of factual assumptions that were made by the issuer that must occur to enable it to make full and timely payments of principal, or premiums, if any, and interest on the bonds, service fees, insurance premiums, trustee’s fees and the paying agent’s fees. (2) An issuer must submit form SR-5, Application for Registration of Single Family Mortgage Revenue Bonds, which is hereby adopted and approved for filing with the Securities Division (the Securities Division will provide a copy of this form upon request). AUTHORITY: sections 409.3-304, 409.3-307 and 409.6-605, RSMo Supp. 2003.* Emergency rule filed Aug. 8, 1980, effective Aug. 18, 1980, expired Dec. 26, 1980. Original rule filed Sept. 11, 1980, effective Dec. 11, 1980. Amended: Filed Aug. 30, 2002, effective Feb. 28, 2003. Emergency amendment filed Aug. 19, 2003, effective Sept. 12, 2003, expired March 9, 2004. Amended: Filed Aug. 22, 2003, effective Feb. 29, 2004. *Original authority: 409.3-304, RSMo 2003; 409.3-307, RSMo 2003; 409.6-605, RSMo 2003.