§ 71-453. Effective take-over offer required - Registration statement - Suspension of take-over offer and hearing.

A.  It is unlawful for any person to make a take-over offer or to acquire any equity securities pursuant to the offer, unless the offer is effective under the provisions of this act.  A take-over offer is effective when the offeror files with the Administrator a registration statement containing the information prescribed in subsection F of this section.  The offeror shall deliver a copy of the registration statement by certified mail to the target company at its principal office and publicly disclose the material terms of the proposed offer, not later than the date of filing of the registration statement.  Public disclosure shall require, at a minimum, that a copy of the registration statement be supplied to all broker-dealers maintaining an office in this state currently quoting the security.

B.  The registration statement shall be filed on forms prescribed by the Administrator of the Department of Securities, shall be accompanied by a consent by the offeror to service of process and the filing fees specified in Section 8 of this act and shall contain the following information:

1.  All of the information specified in subsection F of this section;

2.  Two (2) copies of all solicitation materials intended to be used in the take-over offer in the form proposed to be published or sent or delivered to offerees;

3.  If the offeror is other than a natural person, the following information shall be included:

a.information concerning its organization and operations, including the year, form and jurisdiction of its organization,

b.a description of each class of equity security and long-term debt,

c.a description of business conducted by the offeror and its subsidiaries and any material changes therein during the past three (3) years,

d.a description of the location and character of the principal properties of the offeror and its subsidiaries,

e.a description of any material pending legal or administrative proceedings in which the offeror or any of its subsidiaries is a party,

f.the names of all directors and executive officers of the offeror and their material business activities and affiliations during the past three (3) years, and

g.financial statements of the offeror in such form and for such period of time as the Administrator may by rule prescribe; and

4.If the offeror is a natural person, the following information shall be included:

a.information concerning his identity and background, including his business activities and affiliations during the past three (3) years, and

b.a description of any material pending legal or administrative proceedings in which the offeror is a party.

If a take-over offer is subject to Section 14(d) of the Securities Exchange Act of 1934, the form and content of the registration statement shall include the same as the form and content of any such statement and amendments required to be filed with the United States Securities and Exchange Commission.  If the statement and amendments filed with the United States Securities and Exchange Commission provide the information required to be disclosed by this act, the filing of same with the Administrator shall satisfy the requirement for the filing of a registration statement under this section.  The offeror must comply with all other requirements of this section.

C.  Registration is not deemed approval by the Administrator and any representation to the contrary is unlawful.

D.  Within three (3) calendar days of the date of filing of the registration statement, the Administrator may by order summarily suspend the effectiveness of the take-over offer if the Administrator determines that the registration statement does not contain all of the information specified in subsection F of this section or that the take-over offer materials provided to offerees do not provide full disclosure to offerees of all material information concerning the take-over offer.  The suspension shall remain in effect only until the determination following a hearing held pursuant to subsection E of this section.

E.  A hearing shall be scheduled by the Administrator with respect to each suspension under this section and shall be held within ten (10) calendar days of the date of the suspension.  The Oklahoma Administrative Procedures Act, Section 301 et seq. of Title 75 of the Oklahoma Statutes, and the administrative procedures of the Oklahoma Securities Commission and Department of Securities shall not apply to the hearing.  The Administrator's determination made following the hearing shall be made within three (3) calendar days after such hearing has been completed, but not more than sixteen (16) calendar days after the date of the suspension. The Administrator may prescribe different time limits than those specified in this subsection by rule or order.  If, based upon the hearing, the Administrator finds that the take-over offer fails to provide for full and fair disclosure to offerees of all material information concerning the offer, or that the take-over offer is in material violation of any provision of this act, the Administrator shall permanently suspend the effectiveness of the take-over offer, subject to the right of the offeror to correct disclosure and other deficiencies identified by the Administrator and to reinstitute the take-over offer by filing a new or amended registration statement pursuant to Section 3 of this act.

F.  The form required to be filed by paragraph 1 of subsection B of this section shall contain the following information:

1.  The identity and background of all persons on whose behalf the acquisition of any equity security of the issuer has been or is to be affected;

2.  The source and amount of funds or other consideration used or to be used in acquiring any equity security, including if applicable:

a.a statement describing any securities which are being offered in exchange for the equity securities of the issuer, and if any part of the acquisition price is or will be represented by borrowed funds or other consideration,

b.a description of the material terms of any financing arrangements, and

c.the names of the parties from whom the funds were borrowed;

3.  If the purpose of the acquisition is to gain control of the target company:

a.a statement of any plans or proposals which the person has, upon gaining control:

(1)to liquidate the issuer, sell its assets, effect its merger or consolidation,

(2)to change the location of its principal executive office or of a material portion of its business activities,

(3)to change its management or policies of employment, and

(4)to materially alter its relationship with suppliers or customers or the communities in which it operates, or make any other major change in its business, corporate structure, management or personnel, and

b.other information which would affect the shareholders' evaluation of the acquisition;

4.  The number of shares of any equity security of the issuer owned beneficially by the person and any affiliate or associate of the person, together with the name and address of each affiliate or associate; and

5.  The material terms of any contract, arrangement or understanding with any other person with respect to the equity securities of the issuer whereby the person filing the statement has or will acquire any interest in additional equity securities of the issuer, or is or will be obligated to transfer any interest in the equity securities to another.

Added by Laws 1985, c. 285, § 3, emerg. eff. July 22, 1985.