§ 71-452. Definitions.

As used in this act:

1.  "Administrator" means the Administrator of the Department of Securities;

2.  "Affiliate" of a person means any person controlling, controlled by or under common control with such person;

3.  "Associate" of a person means any person acting jointly or in concert with such person for the purpose of acquiring, holding or disposing of, or exercising any voting rights attached to the equity securities of an issuer;

4.  "Equity security" means:

a.any stock or similar security,

b.any security convertible, with or without consideration, into such a security,

c.carrying any warrant or right to subscribe to or purchase such a security,

d.any such warrant or right, or

e.any other security which the Administrator shall deem to be of similar nature and consider necessary or appropriate, by such rules as he may prescribe in the public interest and for the protection of investors, to treat as an equity security;

5.  "Offeror" means a person who makes or in any way participates in making a take-over offer. Offeror does not include any bank or broker-dealer loaning funds to an offeror in the ordinary course of its business, or any bank, broker-dealer, attorney, accountant, consultant, employee, or other person furnishing information or advice to or performing ministerial duties for an offeror, and not otherwise participating in the take-over offer;

6.  "Offeree" means the beneficial owner, residing in Oklahoma, of equity securities which an offeror offers to acquire in connection with a take-over offer;

7.  "Take-over offer" means the offer to acquire any equity securities of a target company from a resident of this state pursuant to a tender offer or request or invitation for tenders, if the offeror discloses its intention that after the acquisition of all securities acquired pursuant to the offer either (1) the offeror would be directly or indirectly a beneficial owner of more than ten percent (10%) of any class of the outstanding equity securities of the target company or (2) the beneficial ownership by the offeror of any class of the outstanding equity securities of the target company would be increased by more than five percent (5%).  Clause (2) does not apply if the offeror discloses its intentions that after the acquisition of all securities acquired pursuant to the offer the offeror would not be directly or indirectly a beneficial owner of more than ten percent (10%) of any class of the outstanding equity securities of the target company.  Take-over offer does not include:

a.an offer to exchange the securities of one issuer for the securities of another issuer, if the offer is registered or exempted from registration under the Oklahoma Securities Act, Section 1 et seq. of Title 71 of the Oklahoma Statutes,

b.an offer in connection with the acquisition of a security which, together with all other acquisitions by the offeror of securities of the same class of equity securities of the issuer, would not result in the offeror having acquired more than two percent (2%) of this class during the preceding twelve-month period,

c.an offer by the issuer to acquire its own equity securities, or

d.an offer in which the target company is an insurance company subject to regulation by the Insurance Commission of this state, a financial institution regulated by the Oklahoma Commissioner of Banking or a public service utility subject to regulation by the Corporation Commission of this state;

8.  "Target company" means an issuer of publicly traded equity securities of which at least twenty percent (20%) of its equity securities are beneficially held by residents of this state and which has substantial assets in this state.  For the purpose of this paragraph, an equity security is publicly traded if a trading market exists for the security at the time the offeror makes a take-over offer for the security.  A trading market exists if the security is traded on a national securities exchange or on the over-the-counter market; and

9.  "Beneficial owner" includes, but is not limited to, any person who directly or indirectly through any contract, arrangement, understanding, relationship or otherwise has or shares the power to vote or direct the voting of a security and/or the power to dispose of, or direct the disposition of, the security.  "Beneficial ownership" includes, but is not limited to, the right, exercisable within sixty (60) days, to acquire securities through the exercise of options, warrants or rights or the conversion of convertible securities, or otherwise.  The securities subject to these options, warrants, rights or conversion privileges held by a person shall be deemed to be outstanding for the purpose of computing the percentage of outstanding securities of the class owned by this person, but shall not be deemed to be outstanding for the purpose of computing the percentage of the class owned by any other person.  A person shall be deemed the beneficial owner of securities beneficially owned by:

a.any relative or spouse or relative of the spouse residing in the home of this person,

b.any trust or estate in which this person owns ten percent (10%) or more of the total beneficial interest or serves as trustee or executor,

c.any corporation or entity in which this person owns ten percent (10%) or more of the equity, or

d.any affiliate or associate of this person.

Added by Laws 1985, c. 285, § 2, emerg. eff. July 22, 1985.