Current through Register Vol. 46, No. 12, March 20, 2024
The registration statement required to be filed pursuant to
section 1602 shall:
(a) be in bound
booklet form;
(b) have a cover page
listing the name of the offeror and the target company;
(c) be in easily readable print;
and
(d) contain all the information
set forth below:
(1) Item 1-identity and
background.
State the following with respect to the person(s) filing
this statement:
(i) Name.
(ii) Residence address.
(iii) Present principal occupation or
employment and the name, principal business and address of any corporation or
other organization in which such employment is carried on.
(iv) Material occupations, positions, offices
or employments during the last five years, giving the starting and ending dates
of each and the name, principal business and address of any business,
corporation or other organization in which such occupation, position, office or
employment was carried on.
(v)
Whether or not, during the last five years, such person(s) has been convicted
of any crime (excluding traffic violations) and, if so, give the date, nature
of conviction, name and location of court, and penalty imposed, or other
disposition of the case. A negative answer to this subparagraph need not be
furnished.
(vi) Whether or not,
during the last five years, such person(s) has been suspended or expelled from
membership in any securities exchange or association of securities dealers or
investment advisors; has had a license or registration as a securities dealer,
broker, investment advisor or salesperson denied, suspended or revoked; or has
been enjoined or restrained by a court or government agency from the issuance,
sale or offer for sale of securities, from rendering securities advice or from
continuing any practice in connection with securities. A negative answer to any
of these subparagraphs need not be furnished.
(2) Item 2-equity security and target
company.
(i) State the name of the target
company and its principal place of business.
(i) State the exact title and the number of
shares outstanding of the class of equity securities being sought, the number
of such securities being sought and the consideration being offered
therefor.
(3) Item
3-source and amount of funds or other consideration.
State the source and amount of funds or other consideration
used or to be used in acquiring any equity security, including a description of
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. If any part of the acquisition price is or will be represented
by borrowed funds or other consideration, include a description of the
transaction and the names of the parties thereto. Attach copies of all loan or
credit agreements and letters of commitment used or to be used to secure
financing for the acquisition of any equity security of the target company. In
any case where two or more agreements or letters required to be attached are
substantially identical in all material respects except as to the parties
thereto, dates of execution or other details, only one of such agreements or
letters need be attached if accompanied by a schedule identifying the other
agreements or letters omitted and setting forth the material details in which
such agreements or letters differ from the copy filed. The bureau may at any
time within its discretion require the filing of any document so omitted.
Copies, rather than originals, of each agreement or letter need be attached
except as otherwise specifically noted. Schedules, exhibits or other
attachments to any such agreement or letter need not be attached unless such
schedules, exhibits or other attachments contain information which is material
to any investment decision and which is not otherwise disclosed in the
agreement, letter or registration statement. The agreement or letter attached
shall contain a list briefly identifying the contents of all omitted schedules,
exhibits or other attachments. The bureau may at any time within its discretion
require the filing of such omitted schedules, exhibits or other
attachments.
(4) Item
4-plans or proposals of offeror. State any plans or proposals which the
offeror, upon gaining control, may have to:
(i) liquidate the target company;
(ii) sell at least 15 percent of the assets
of the target company;
(iii) effect
a merger or consolidation of the target company; or
(iv) make any other major change in the
business, corporate structure, management personnel, or policies of employment
of the target company.
(5) Item 5-interest in securities of target
company.
(i) State the number of shares of any
equity security of the target company owned, beneficially or of record, and the
number of shares concerning which there is a right to acquire, directly or
indirectly, by:
(a) such offeror(s);
(b) each affiliate and/or associates of such
offeror; and
(c) any director,
executive officer, or subsidiary of such offeror if the person is a corporation
giving the name and address of each person.
(ii) Describe any transactions in the class
of securities to which this statement relates which were effected during the
past 60 days by each person named in response to subparagraph (i) of this
paragraph.
(6) Item
6-contracts, arrangements, understandings or relationships with respect to the
target company's securities.
(i) Furnish
material information regarding any contracts, arrangements, or understandings
or relationships to which an offeror is a party with respect to any equity
security of the target company concerning, but not limited to:
(a) transfer or voting of any such
security;
(b) joint
ventures;
(c) loan or option
arrangements;
(d) puts and
calls;
(e) guarantees of
loans;
(f) guarantees against
loss;
(g) guarantees of
profits;
(h) division of losses or
profits;
(i) the giving or
withholding of proxies; or
(j)
voting trusts naming the persons with whom such contracts, arrangements,
understandings or relationships have been entered into and giving the details
thereof.
(7)
Item 7-Information required to be filed pursuant to sections 1603(a)(2) and
1603(a)(8).
(i) Identity and background.
(a) If the registration statement required to
be filed pursuant to section 1602 is filed by a partnership, limited
partnership, syndicate or other group which is an offeror within the meaning of
section 1601(b), the identity and background information called for in
paragraph (1) of this subdivision shall be given with respect to
(1) each partner of a general partnership,
(2) each partner who is denominated a general partner of a
limited partnership or who functions as a general partner of a limited
partnership, (3) each member of any syndicate or other group,
and (4) each person controlling such partner or
member.
(b) If the registration
statement required to be filed pursuant to section 1602 is filed by a
corporation which is an offeror within the meaning of section 1601(b), the
identity and background information called for in paragraph (1) of this
subdivision shall be given with respect to (1) each director,
executive officer and controlling person of such corporation, and
(2) each director and executive officer of any corporation
ultimately in control of such corporation. Executive officer
shall mean the president, secretary, treasurer and vice president in charge of
a principal business function (such as sales, administration or finance) and
any other person who performs similar policymaking functions for the
corporation.
(ii)
Organization and operations of offeror.
(a) If
the offeror is an individual, the information required to be filed under
section 1603(a)(8), in addition to the information required to be filed under
paragraph (1) of this subdivision, shall include:
(1) Financial statements for the current
period and for the three most recent annual accounting periods, as prescribed
by section
12.4 of this Part.
(2) A brief description of any pending legal
or administrative proceeding, other than routine and immaterial litigation, to
which the offeror, or any of its subsidiaries, is a party or of which any of
their property is the subject.
(3)
To the extent not otherwise provided, 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 years.
(b) If the offeror is a partnership, limited
partnership, syndicate, corporation, or other group, the information required
to be filed under section 1603(a)(8) shall include:
(1) The year, form and jurisdiction of its
organization.
(2) In the case of a
corporation, a description of each class of the offeror's capital stock and of
its long-term indebtedness.
(3)
Financial statements for the current period and for the three most recent
annual accounting periods, as prescribed by section
12.4 of this Part.
(4) A brief description of any pending legal
or administrative proceedings, other than routine and immaterial litigation, to
which the offeror, or any of its subsidiaries, is a party or of which any of
their property is the subject.
(5)
To the extent not otherwise provided, 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 years.
(6) The names of all directors and executive
officers together with biographical summaries for the preceding three
years.
(8) Item 8-potential impact statement. State
the potential impact, if any, of the offeror's plans or proposals on the
residents of New York, including:
(i) any
material change in the location of the target company's offices or business
activities in New York;
(ii) the
relocation or closing of any plant or facility in New York;
(iii) any significant reduction in the
workforce at an individual plant or facility in New York;
(iv) any other material change in the number,
job classification, compensation, or other terms and conditions of employment
of persons employed by the target company in New York;
(v) any material change in the relationship
of the target company with suppliers or customers in New York; and
(vi) any other material change in the target
company's business, corporate structure, management, personnel or activities
which would have a substantial impact on residents of New York.
(9) Item 9-particulars relating to
offeror.
State the following information with respect to each
offeror in reasonable detail or refer to and annex relevant portions of the
offeror's annual report for the most recent period filed with the Securities
and Exchange Commission, and any subsequent changes thereto:
(i) particulars as to any existing pension
plans, profit-sharing plans, savings plans, educational opportunities and
relocation adjustments;
(ii) labor
relations records for the five years prior to the commencement of the takeover
bid, including violations of the Federal National Labor Relations Act,
Occupational Safety and Health Act of 1970, Fair Labor Standards Act, or
employee Retirement and Income Security Act, as amended, finally adjudicated or
settled within five years of the commencement of the takeover bid;
(iii) earnings and dividend growth for the
three years prior to the commencement of the takeover bid; and
(iv) community activities and charitable,
cultural, educational and civil contributions for the three years prior to the
commencement of the takeover bid.
(10) Item 10-debt security and preferred
stock rating.
State the investment rating, if any, given by a generally
recognized rating service, for any debt securities or preferred stock either
offered or used as a source of funds in making the takeover bid.
(11) Item 11-public hearing.
Set forth the name of the person and address to whom the
Attorney General shall give notice of public hearings held pursuant to section
1612.
(12) Item 12-copies
of relevant materials.
Attach copies of all prospectuses, offers to purchase,
brochures, circulars, letters or other matter which the offeror has sent to
offerees or by means of which the offeror proposes to disclose to offerees all
material information set forth in the registration statement. Attach a copy of
the takeover bid which includes all material terms thereof and is in the form
published or sent or delivered to equity security holders of the target
company.
(13) Item
13-signatures to registration statement.
The signature of the person filing the registration
statement shall be executed and notarized as follows:
Signatures
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