Connecticut Administrative Code
Title 36 - The Banking Law of Connecticut (repealed)
344 - Securities Brokers, Dealers, Salesmen and Investment Counsel
Section 36-344-4 - Corporate tender offers

Universal Citation: CT Reg of State Agencies 36-344-4

Current through March 14, 2024

(a) Any person who proposes to make a tender offer involving a target company in this state, or acquire any equity securities of a target company pursuant to such offer, unless the offer is effective under this act or is exempted by the commissioner, shall file with the commissioner a registration statement, Form TO-1, and not later than the date of the filing of the registration statement, shall send a copy of such registration statement by certified or registered mail to the target company at its principal executive offices and publicly disclose the material terms of the proposed offer.

(b) In lieu of Form TO-1, any person required to file such registration statement may file one copy, originally executived, of SCHEDULE 13D as filed with the Securities and Exchange Commission and shall attach a separate schedule containing the following additional information:

(1) the date and state of organization of target company;

(2) the state in which a majority of business operations is conducted;

(3) the particulars as to the approximate amount of any material interest, direct or indirect, of any director, officer, ten percent shareholder, affiliate, partner or associate of the offeror in any material transaction during the past three years, or in any proposed material transactions, with the target company to which the offeror or any of its affiliates was or is to be a party. If none, so state;

(4) If the offeror is required to file periodic reports and proxy materials under the Federal Securities Exchange Act of 1934, its latest annual report and proxy materials for its latest annual meeting at which directors were elected must be filed or, if it is not required to file such reports and proxy materials, information concerning the offeror substantially comparable to the information required to be included in annual reports and proxy materials for an annual meeting at which directors are to be elected filed under such federal act;

(5) such other and further documents, exhibits, data and information necessary to make fair and full disclosure to offerees of all information material to a decision to accept or reject the offer. An index should be attached listing all such documents and exhibits;

(6) the intended date of commencement of the tender offer.

Disclaimer: These regulations may not be the most recent version. Connecticut may have more current or accurate information. We make no warranties or guarantees about the accuracy, completeness, or adequacy of the information contained on this site or the information linked to on the state site. Please check official sources.
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