2010 Pennsylvania Code
Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS
Chapter 25 - Registered Corporations
2566 - Information statement of acquiring person.

     § 2566.  Information statement of acquiring person.
        (a)  Delivery of information statement.--An acquiring person
     may deliver to the registered corporation at its principal
     executive office an information statement which shall contain
     all of the following:
            (1)  The identity of the acquiring person and the
        identity of each affiliate and associate of the acquiring
        person.
            (2)  A statement that the information statement is being
        provided under this section.
            (3)  The number and class or series of voting shares and
        of any other security of the corporation beneficially owned,
        directly or indirectly, prior to the control-share
        acquisition and at the time of the filing of this statement
        by the acquiring person.
            (4)  The number and class or series of voting shares of
        the corporation acquired or proposed to be acquired pursuant
        to the control-share acquisition by the acquiring person and
        specification of the following ranges of votes that the
        acquiring person could cast or direct the casting of relative
        to all the votes that would be entitled to be cast in an
        election of directors of the corporation that the acquiring
        person in good faith believes would result from consummation
        of the control-share acquisition:
                (i)  At least 20% but less than 33 1/3%.
                (ii)  At least 33 1/3% but less than 50%.
                (iii)  50% or more.
            (5)  The terms of the control-share acquisition or
        proposed control-share acquisition, including:
                (i)  The source of moneys or other consideration and
            the material terms of the financial arrangements for the
            control-share acquisition and the plans of the acquiring
            person for meeting its debt-service and repayment
            obligations with respect to any such financing.
                (ii)  A statement identifying any pension fund of the
            acquiring person or of the corporation which is a source
            or proposed source of money or other consideration for
            the control-share acquisition, proposed control-share
            acquisition or the acquisition of any control shares and
            the amount of such money or other consideration which has
            been or is proposed to be used, directly or indirectly,
            in the financing of such acquisition.
            (6)  Plans or proposals of the acquiring person with
        regard to the corporation, including plans or proposals under
        consideration to:
                (i)  Enter into a business combination or
            combinations involving the corporation.
                (ii)  Liquidate or dissolve the corporation.
                (iii)  Permanently or temporarily shut down any
            plant, facility or establishment, or substantial part
            thereof, of the corporation, or sell any such plant,
            facility or establishment, or substantial part thereof,
            to any other person.
                (iv)  Otherwise sell all or a material part of the
            assets of, or merge, consolidate, divide or exchange the
            shares of the corporation to or with any other person.
                (v)  Transfer a material portion of the work,
            operations or business activities of any plant, facility
            or establishment of the corporation to a different
            location or to a plant, facility or establishment owned,
            as of the date the information statement is delivered, by
            any other person.
                (vi)  Change materially the management or policies of
            employment of the corporation or the policies of the
            corporation with respect to labor relations matters,
            including, but not limited to, the recognition of or
            negotiations with any labor organization representing
            employees of the corporation and the administration of
            collective bargaining agreements between the corporation
            and any such organization.
                (vii)  Change materially the charitable or community
            involvement or contributions or policies, programs or
            practices relating thereto of the corporation.
                (viii)  Change materially the relationship with
            suppliers or customers of, or the communities in which
            there are operations of, the corporation.
                (ix)  Make any other material change in the business,
            corporate structure, management or personnel of the
            corporation.
            (7)  The funding or other provisions the acquiring person
        intends to make with respect to all retiree insurance and
        employee benefit plan obligations.
            (8)  Any other facts that would be substantially likely
        to affect the decision of a shareholder with respect to
        voting on the control-share acquisition pursuant to section
        2564 (relating to voting rights of shares acquired in a
        control-share acquisition).
        (b)  Amendment of information statement.--If any material
     change occurs in the facts set forth in the information
     statement, including any material increase or decrease in the
     number of voting shares of the corporation acquired or proposed
     to be acquired by the acquiring person, the acquiring person
     shall promptly deliver, to the corporation at its principal
     executive office, an amendment to the information statement
     fully explaining such material change.
     (Dec. 19, 1990, P.L.834, No.198, eff. imd.)

        1990 Amendment.  Act 198 renumbered section 2565 to section
     2566 and renumbered former section 2566 to section 2567 and
     amended subsec. (a)(8).
        Cross References.  Section 2566 is referred to in section
     2565 of this title.