§ 71-415. Public announcement of take-over bid - Filing of required information - Hearings - Information to be filed - Costs.

A.  No offeror shall make a multinational corporation take-over bid unless twenty (20) days prior thereto or such shorter period as the Administrator may order, but not less than five (5) days, such offeror announces publicly the terms of the proposed multinational corporation take-over bid and files with the Administrator and the target company copies of all information required by this section, and either:

1.  Within five (5) days following such filing, no hearing is ordered by the Administrator or requested by the target company;

2.  A hearing is requested by the target company within such time but the Administrator finds that no cause for hearing exists; or

3.  A hearing is ordered within such time and upon such hearing the Administrator adjudicates that the offeror proposes to make fair, full and effective disclosure to offerees of all information material to a decision to accept or reject the offer.

B.  No offeror shall make a multinational corporation take-over bid if he owns five percent (5%) or more of the issued and outstanding equity securities of any class of the target company, any of which were purchased within one (1) year before the proposed multinational corporation take-over bid, and the offeror, before making any such purchase, or before thirty (30) days following the effective date of this act, whichever is later, failed to publicly announce his intention to gain control of the target company, or otherwise failed to make fair, full and effective disclosure of such intention to the persons from whom he acquired such securities.

C.  The information to be filed with the Administrator and the target company pursuant to this section shall include:

1.  Copies of all prospectuses, brochures, advertisements, circulars, letters or other matter by means of which the offeror proposes to disclose to offerees all information material to a decision to accept or reject the offer;

2.  The identity and background of all persons on whose behalf the acquisition of any equity security of the target company has been or is to be effected;

3.  The source and amount of funds or other consideration used or to be used in acquiring any equity security, including a statement describing any securities, other than the existing capital stock or long-term debt of the offeror, which are being offered in exchange for the equity securities of the target company;

4.  A statement of any plans or proposals which the offeror, upon gaining control, may have to liquidate the target company, sell its assets, effect a merger or consolidation of it, or make any other major change in its business, corporate structure, management personnel, or policies of employment;

5.  The number of shares of any equity security of the target company of which each offeror is beneficial or record owner or has a right to acquire, directly or indirectly, together with the name and address of each person defined in this act as an offeror;

6.  Particulars as to any contracts, arrangements or understandings to which an offeror is party with respect to any equity security of the target company, including, without limitation, transfers of any equity security, joint venture, loan or option arrangements, puts and calls, guarantees of loan, guarantees against loss, guarantees of profits, division of losses or profits, or the giving or withholding of proxies, naming the persons with whom such contracts, arrangements or understandings have been entered into;

7.  Complete information on the organization and operations of the offeror including, without limitation, the year of organization, form of organization, jurisdiction in which it is organized, a description of each class of the offeror's capital stock and of its long-term debt, financial statements for the current period and for the three most recent annual accounting periods, a brief description of the location and general character of the principal physical properties of the offeror and its subsidiaries, a description of pending legal proceedings other than routine litigation to which the offeror or any of its subsidiaries is a party or of which any of their property is the subject, a brief description of the business done and projected by the offeror and its subsidiaries and the general development of such business over the past five (5) years, the names of all directors and executive officers together with biographical summaries of each for the preceding five (5) years to date, and the approximate amount of any material interest, direct or indirect, of any of the directors or officers in any material transaction during the past three (3) years, or in any proposed material transactions, to which the offeror or any of its subsidiaries was or is to be a party; and

8.  Such other and further documents, exhibits, data and information as may be required by rule or order of the Administrator, or as may be necessary to make fair, full and effective disclosure to offerees of all information material to a decision to accept or reject the offer.

D.  Any hearing pursuant to this section shall be held within forty (40) days of the date a filing is made pursuant to this section.  Adjudications made pursuant to this section shall be made within sixty (60) days after such filing.  If upon hearing, the Administrator finds that the multinational corporation take-over bid is in violation of this act or that effective provision is not made for fair and full disclosure to offerees of all information material to a decision to accept or reject the offer, he shall so adjudicate. If he finds that the multinational corporation take-over bid would comply with this act if amended in certain respects, he shall so adjudicate.  If he finds that the multinational corporation take-over bid is not in violation of this act and that effective provision is made for fair and full disclosure to offerees of all information material to a decision to accept or reject the offer, he shall so adjudicate.

E.  Upon filing an application with the Administrator for a hearing under this section, the target company shall pay:

1.  The Oklahoma Department of Securities a nonrefundable fee of Five Hundred Dollars ($500.00);

2.  Such additional amount as a deposit as the Administrator may estimate will be needed to defray the costs of investigation and hearing including but not limited to technical, expert and special services; and

3.  After the hearing, the additional costs actually incurred in excess of the deposit plus the fee.

All payments received from the target company shall be paid into an agency special account and any unexpended portion shall be refunded therefrom, pursuant to the provisions of Sections 7.1 through 7.5a of Title 62 of the Oklahoma Statutes.

Added by Laws 1980, c. 300, § 2, emerg. eff. June 12, 1980.