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With respect to state blue-sky regulation of interests in employee benefit plans, BellSouth noted that one state required registration and one state required application for an exemption. This respondent indicated that there was a significant delay in the state registration and exemption approval process. Exigent said that all states had self-executing exemptions for offerings in connection with employee benefit plans, except for one state (Maryland).
Metropolitan Mortgage and Summit Securities, issuers of debt and preferred stock backed by mortgages and other receivables, indicated that the states followed different suitability guidelines and that they do not register in certain western states due to overly burdensome requirements.
One mortgage-backed trust certificate sponsor (Norwest Asset) which had registered its offerings in several states indicated that the states had requested similar documents and reviewed the filings in timely fashion. The other issuers (sponsored by Bank of America) were able to rely on exemptions at the state level except in New York which required registration.
Infonow, which registered the selling security holder offering, reported that California had required proof of viability in light of the auditor's going concern opinion and also required several changes in the company's by-laws. The company was unable to comply with these requirements and withdrew the offering from California.
Mentor Funds, a mutual fund family, indicated that, although most states accept uniform Form NF, New York does not recognize the date of receipt as the effective date. Also, two states requested broker-dealer information and one state required an affidavit that no sales had occurred.
Five companies reported no significant similarities or differences in response to this question.
e. Question 5. One respondent (Norwest Asset) noted that several states have changed requirements calling for the filing of final documents or closing reports in offerings of asset-backed securities. In these offerings, some states only require notice filings and do not require a review.
One company (Old Guard) said some states have not revised their statutes and rules for NSMIA and that it was still necessary to conduct a blue-sky survey to ensure compliance with state requirements. Two issuers (Powerwave Technologies and Rambus) noted significant changes from pre-NSMIA requirements.
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