2012 Arkansas Code
Title 23 - Public Utilities and Regulated Industries
Subtitle 1 - Public Utilities And Carriers
Chapter 3 - Regulation of Utilities and Carriers Generally
Subchapter 3 - -- Merger or Acquisition of Control of Domestic Public Utilities
§ 23-3-302 - Definitions.


AR Code § 23-3-302 (2012) What's This?

As used in this subchapter, unless the context otherwise requires:

(1) "Acquiring party" means a person and all affiliates of that person by whom or on whose behalf a merger or other acquisition of control referred to in ยง 23-3-306 is to be affected;

(2) "Affiliate" means a person who directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the person specified, including any corporation created at the direction of the person specified for purposes of corporate reorganization;

(3) "Commission" means the Arkansas Public Service Commission;

(4) (A) "Control", including the terms "controlling", "controlled by", and "under common control with", means the direct or indirect possession of the power to direct or cause direction of the management and policies of a domestic public utility, whether through the ownership of voting securities, by contract, or otherwise, unless that power is the result of an official position with, or corporate office held in, that person.

(B) Control shall be presumed to exist if any person, directly or indirectly, owns, controls, holds with the power to vote, or holds proxies representing ten percent (10%) or more of the aggregate number of the issued and outstanding voting securities of any domestic public utility. This presumption may be rebutted by a showing that control does not exist in fact.

(C) The commission may determine, after furnishing all persons in interest notice and opportunity to be heard and making specific findings of fact to support its determination, that control exists in fact notwithstanding the absence of a presumption to that effect;

(5) "Domestic public utility" means a person doing business in the state, whose business of providing utility service in this state is regulated by the commission, or by a political subdivision of a state, excluding any person providing telephone utility service, as described by subdivision (9)(C) of this section, of which title to all voting securities issued and outstanding is held by a total of three hundred (300) persons or less;

(6) "Issuer" means any person who issues or proposes to issue any security;

(7) "Person" means an individual, a corporation, a partnership, an association, a joint-stock company, a trust, an unincorporated organization, any similar entity, or any combination of the foregoing acting in concert;

(8) (A) "Tender offer" means the acquisition of, or offer to acquire, pursuant to a tender offer or request or invitation for tenders, any issued and outstanding voting security of a domestic public utility if after acquisition the acquiring party would, directly or indirectly, be a record or beneficial owner of more than ten percent (10%) of the aggregate number of the issued and outstanding voting securities of the domestic public utility.

(B) "Tender offer" does not mean:

(i) Bids made by a dealer for his or her own account in the ordinary course of his or her business of buying and selling voting securities; or

(ii) Any other offer from not more than fifty (50) persons to acquire a voting security, or the acquisition of a voting security pursuant to such an offer, for the sole account of the acquiring party, which is made in good faith and not for the purpose of avoiding the provisions of this subchapter;

(9) "Utility service" means:

(A) The furnishing and sale of gas to the public for domestic or general service by gas pipelines, distribution companies, or other companies operating within the state;

(B) The production, generation, transmission, distribution, delivery, or furnishing of electricity for the production of light, heat, or power to or for the public for compensation; and

(C) The conveyance or transmission of messages or communications by telephone where that service is offered to the public for compensation; and

(10) "Voting security" means any issued and outstanding stock or indenture of any class presently entitling the owner or holder to vote with respect to the direction or management of the affairs of a company, or any stock or indenture of any class issued under or pursuant to any trust, agreement, or arrangement whereby a trustee or trustees or agent or agents for the owner or holder of the stock or indenture are entitled to vote with respect to the direction or management of the company.

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