Current through Register Vol. 63, No. 12, December 1, 2024
(1) As used in this
rule:
(a) "Beneficial owner(ship)" has the
meaning defined in 17 CFR ¦ 240.13d-3 (April 1, 2009).
(b) "Board member" means a member of the
board of directors of an energy utility or the board of directors of an entity
or person authorized by the Commission to exercise substantial influence over
an energy utility.
(c) "Major
shareholder" means a person that is a beneficial owner, directly or indirectly,
of five percent or more of an energy utility. In the event a person is a
beneficial owner of shares of a parent of an energy utility, the person may
also be an indirect beneficial owner of the energy utility. Indirect beneficial
ownership of an energy utility is calculated by multiplying the person's
percentage of beneficial ownership of the parent by the parent(s)'s percentage
of beneficial ownership of the energy utility.
(d) "Person" has the meaning set forth in ORS
756.010(5).
(e) "Schedule 13D" means the statement filed
with the Securities and Exchange Commission, as required by
17 C.F.R.
240.13d-1 (April 1, 2009), and containing the
information required by
17
C.F.R. 240.13d-101 (April 1, 2009).
(f) "Schedule 13G" means the statement filed
with the Securities and Exchange Commission, as required by 17 C.F.R. 240.13 d-
1 (April 1, 2009), and containing the information required by
17
C.F.R. 240.13d-102 (April 1, 2009).
(g) "Securities and Exchange Commission"
means the federal agency created under Section 4 of the 1934 Securities
Exchange Act, as codified at 15 U.S.C. 78 d (January 5, 2009).
(h) "Tender offer" means an offer to purchase
the equity securities of an energy utility, or the solicitation of an offer to
sell the equity securities of an energy utility, that would constitute a tender
offer, or a request or invitation for tender, for the purpose of Section 14(d)
of the Securities Exchange Act of 1934, as codified at 15 U.S.C. 78 n(d)
(February 1, 2010).
(2)
An energy utility must submit a written report to the Commission by March 1 of
each calendar year.
(a) The report must list
the energy utility's major shareholders and their respective percentages of
beneficial ownership of the energy utility and parent(s), to the extent such
information is then known to management of the energy utility; or, if there are
no major shareholders, the report must state that there are none.
(b) Information in the report must be current
as of December 31 of the previous year or a more recent date if so specified by
the energy utility in the report.
(3) In addition to the March 1 report, within
10 business days after the energy utility acquires actual knowledge of the
existence and identity of a major shareholder, the energy utility must submit a
written report to the Commission that identifies the major shareholder and
lists the shareholder's percentage of beneficial ownership of the energy
utility and parent(s). The energy utility may rely on information in Schedule
13D or Schedule 13G filings with the Securities and Exchange Commission. The
report must include copies of Schedule 13D or Schedule 13G filings made with
the Securities and Exchange Commission by the listed major shareholders, when
copies have not been provided previously to the Commission.
(4) Each energy utility must report to the
Commission within 10 business days after the energy utility acquires actual
knowledge of the existence of a Schedule 13D filing made with the Securities
and Exchange Commission by a major shareholder with respect to beneficial
ownership or intended beneficial ownership of the energy utility or
parent(s).
(5) Each energy utility
must file with the Commission a detailed report describing any of the following
actions taken by, or on behalf of, a major shareholder within 10 business days
after the energy utility acquires actual knowledge of the action:
(a) A request to insert in the proxy
statement of the energy utility or a parent of the energy utility:
(A) The major shareholder's nominee for
election to the board of directors of the energy utility or parent of the
energy utility, or
(B) A proposal
that could materially affect the policies or actions of the energy
utility;
(b) The
initiation of an independent solicitation of proxies to vote for:
(A) The major shareholder's nominee for
election to the board of directors of the energy utility or a parent of the
energy utility, or
(B) A proposal
that could materially affect the policies or actions of the energy
utility;
(c) The
initiation of a withhold or "vote no" campaign against any existing member of
the board of directors of the energy utility or parent of the energy
utility;
(d) The placement on the
ballot used at a meeting of the shareholders of the energy utility or a parent
of the energy utility, :
(A) The major
shareholder's nominee for election to the board of directors of the energy
utility or such parent, or
(B) A
proposal that could materially affect the policies or actions of the energy
utility;
(e) The
expression of an intent to take any of the actions set forth in sections (5)(a)
through (5)(d), if the energy utility does not comply with a request by the
major shareholder;
(f) The
expression of an intent to buy or sell shares of the energy utility or a parent
if the energy utility does not comply with a request by the major shareholder
that would materially affect the policies or actions of the energy
utility;
(g) The initiation of a
tender offer with respect to the energy utility or parent;
(h) Any other expression by a major
shareholder of intent to:
(A) Take an action
that could materially affect the policies or actions of the energy utility if
the energy utility does not comply with a request from the major shareholder,
or
(B) Provide an inducement to the
energy utility for complying with a request by the major shareholder that could
materially affect the policies or actions of the energy utility; and
(i) An action or event that would
require a major shareholder to make a 13D filing with the Securities and
Exchange Commission.
(6)
Each board member is required to report to the Chief Executive Officer or
President of the energy utility any action of a major shareholder described in
section (5) of this rule within five business days after the board member
acquires actual knowledge of such action.
(7) The energy utility, directly or
indirectly through a parent, must notify each board member in writing, at least
once every 12 months, of the reporting obligations described in section (6) of
this rule. The energy utility must maintain at its corporate office, copies of
these notices for a period two years from the date of such notice, and must
produce such notices to the Commission within five business days of a request
by the Commission.
(8) An energy
utility is not required to provide a report to the Commission for:
(a) A request made by a major shareholder, or
the representative of a major shareholder, in the capacity of a shareholder,
for information normally available to shareholders of the energy utility or a
parent; or
(b) A request made by
the major shareholder, or the representative of a major shareholder, in the
capacity of a customer of the energy utility, regarding utility
service.
(9) Unless
expressly provided in a Commission order, this rule does not apply to any
actions otherwise reportable by the energy utility or a parent or its
respective board members under section (5) where the major shareholder has been
authorized to exert control or influence by a Commission order entered under
ORS 757.511.
(10) The energy utility must identify a
report submitted to the Commission under this rule as a report filed under OAR
860-027-0175. The energy utility must describe the basis for a request that the
report, or any portion thereof, be treated as containing information not
subject to public disclosure, as required by OAR 860-001-0070. The Commission
will review the report and determine if a filing by the major shareholder under
ORS 757.511 is required.
Stat. Auth.: ORS
756.040,
757.511
Stats. Implemented: ORS
757.511
