Current through Vol. 41, No. 13, March 15, 2024
(a) An original and
four (4) copies of an application for approval, consistent with
165:5-7-1, shall be filed with
the Commission's Court Clerk no less than forty-five (45) calendar days prior
to the effective date of any of the following transactions pursuant to 17 O.S.
§§191.1 through 191.13:
(1)
acquisition of all or any controlling interest in a domestic public
utility,
(2) merger of a domestic
public utility,
(b) At
the time the application is filed, the filing party shall serve a copy of the
application with all attachments upon the Attorney General and the Commission's
Pipeline Safety Division. The application shall include the following
additional information, made under oath or affirmation:
(1) The name and address of each acquiring
party and all affiliates thereof; and
(A) If
such acquiring party is an individual, his principal occupation and all offices
and positions held during the past five (5) years, and any conviction of crimes
other than minor traffic violations during the past ten (10) years, or
(B) If such acquiring party is not
an individual, a report of the nature of its business and its affiliates'
operations during the past five (5) years or for such lesser period as such
acquiring party and any predecessors thereof shall have been in existence; an
informative description of the business intended to be done by such acquiring
party and its subsidiaries; and a list of all individuals who are or who have
been selected to become directors or officers of such acquiring party, or who
perform or will perform functions appropriate or similar to such positions.
Such list shall include for each such individual the information required by
(A) of this paragraph.
(2)
The source, nature and amount of
the consideration used or to be used in effecting the merger or other
acquisition of control, a detailed description of any transaction wherein funds
were or are to be obtained for any such purpose, and the identity of persons
furnishing such consideration; provided, however, that where a source of such
consideration is a loan made in the lender's ordinary course of business, the
identity of the lender shall remain confidential if the person filing such
statement so requests. [17 O.S. § 191.3(A)(2)]
(3) Audited financial information in a form
acceptable to the Commission as to the financial condition of an acquiring
party of the preceding three (3) fiscal years of each such acquiring party, or
for such lesser period as such acquiring party and any predecessors thereof
shall have been in existence, and similar information as of a date not earlier
than one hundred thirty-five (135) calendar days prior to the filing of the
application or the period of the most recent closed quarter prior to the filing
of the application.
(4)
Any
plans or proposals which an acquiring party may have to liquidate such public
utility, to sell its assets or a substantial part thereof, or merge or
consolidate it with any person, or to make any other material change in its
investment policy, business or corporate structure, or management. If any
change is contemplated in the investment policy, or business or corporate
structure, such contemplated changes and the rationale therefore shall be
explained in detail. If any changes in the management of the domestic public
utility or person controlling the domestic public utility are contemplated, the
acquiring party shall provide a resume of the qualifications and the names and
addresses of the individuals who have been selected or are being considered to
replace the then current management personnel of the domestic public
utility or the person controlling the domestic public utility. [17
O.S. § 191.3(A)(4)]
(5)
The number of shares of any voting security which each acquiring party
proposes to acquire, and the terms of the offer, request, invitation,
agreement, or acquisition referred to in 17 O.S. §191.2...;
(6)
The amount of each
class of any voting security which is beneficially owned or concerning which
there is a right to acquire beneficial ownership by each acquiring
party. [17 O.S. § 191.3(A)(6)]
(7)
A full description of any
contracts, arrangements, or understanding with respect to any voting security
in which any acquiring party is involved, including but not limited to transfer
of any securities, joint ventures, loan or option arrangements, puts or calls,
guarantees of loans, guarantees against loss or guarantees of profits, division
of losses or profits, or the giving or withholding of proxies. Such description
shall identify the persons with whom such contracts, arrangements, or
understandings have been entered into. [17 O.S. § 191.3(A)(7)]
(8)
A description of the
purchase of any voting security during the twelve (12) calendar months
preceding the filing of the application, by any acquiring party, including the
dates of purchase, names of the purchasers, and consideration paid or agreed to
be paid therefore. [17 O.S. § 191.3(A)(8)]
(9)
Copies of all tender offers for,
requests for, advertisements for, invitations for tenders of, exchange offers
for, and agreements to acquire or exchange any voting securities and, if
distributed, of additional soliciting material relating thereto. [17
O.S. § 191.3(A)(9)]
(c) Such additional information as the
Commission may prescribe as necessary or appropriate for the protection of
ratepayers of the domestic public utility or in the public interest shall be
provided as directed by the Commission.
(d) If a person required to file the
application is a partnership, limited partnership, syndicate or other group,
the Commission may require that the information called for in (b) of this
Section shall be given with respect to each partner of such partnership or
limited partnership, each member of such syndicate or group and each person who
controls such partner or member. If any such partner, member, person or
acquiring party is a corporation or if a person required to file the
application is a corporation, the Commission may require that the information
called for by (b) of this Section be given with respect to such corporation,
each officer and director of such corporation, and each person who is directly
or indirectly the beneficial owner of more than ten percent (10%) of the
outstanding voting securities of such corporation and each affiliate of such
corporation.
(e) If any material
change occurs in the facts set forth in the application filed with the
Commission and sent to such domestic public utility, an amendment setting forth
such change, together with copies of all documents and other material relevant
to such change, shall be filed with the Commission and sent by the person
filing the application to the domestic public utility within two (2) business
days after such person learns of such change.
(f) Unless otherwise ordered by the
Commission, a hearing shall be commenced within sixty (60) calendar days after
the application is filed and shall be concluded within sixty (60) calendar days
after its commencement. Notice of hearing shall be mailed to the domestic gas
utility and to each of its customers prior to the date of the hearing as
ordered by the Commission.
(g) Any
application for merger and other acquisition of control shall be deemed
approved unless the Commission has, within sixty (60) calendar days after the
conclusion of such hearing, entered its order approving or disapproving the
merger or other acquisition.