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
§ 23-3-307 - Statement filed with Arkansas Public Service Commission -- Contents -- Amendments.


AR Code § 23-3-307 (2012) What's This?

(a) The statement to be filed with the Arkansas Public Service Commission as required by § 23-3-306 shall be made under oath or affirmation and shall contain the following information:

(1) The name and address of each acquiring party and all affiliates thereof, and:

(A) If the acquiring party is an individual, his or her 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 the 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 the acquiring party and any predecessors thereof shall have been in existence, an informative description of the business intended to be done by the acquiring party and its subsidiaries, and a list of all individuals who are or who have been selected to become directors or officers of the acquiring party or who perform or will perform functions appropriate or similar to those positions. The list shall include for each individual the information required by subdivision (a)(1)(A) of this section;

(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 that purpose, and the identity of persons furnishing the consideration. However, where a source of the 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 the statement so requests;

(3) Audited financial information in a form acceptable to the commission as to the financial condition of each acquiring party for the preceding three (3) fiscal years, or for such lesser period as the 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) days prior to the filing of the statement;

(4) (A) Any plans or proposals which an acquiring party may have to liquidate the public utility, to sell its assets, or a substantial part thereof, to merge or consolidate it with any person, or to make any other material change in its investment policy, business or corporate structure, or management.

(B) If any change is contemplated in the investment policy, business, or corporate structure, the contemplated changes and the rationale for them shall be explained in detail.

(C) 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;

(5) The number of shares of any voting securities which each acquiring party proposes to acquire, and the terms of the offer, request, invitation, agreement, or acquisition referred to in § 23-3-306;

(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;

(7) A full description of any contracts, arrangements, or understandings with respect to any voting securities 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. The description shall identify the persons with whom the contracts, arrangements, or understandings have been entered into;

(8) A description of the purchase of any voting securities during the twelve (12) calendar months preceding the filing of the statement by any acquiring party, including the dates of purchase, names of the purchasers, and consideration paid or agreed to be paid for the voting securities;

(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; and

(10) Any additional information which the commission may by rule or regulation prescribe as necessary or appropriate for the protection of ratepayers of the domestic public utility or in the public interest.

(b) (1) If a person required to file the statement referred to in § 23-3-306 is a partnership, limited partnership, syndicate, or other group, the commission may require that the information called for in subdivisions (a)(1)-(10) of this section shall be given with respect to each partner of the partnership or limited partnership, each member of the syndicate or group, and each person who controls a partner or member.

(2) If any partner, member, person, or acquiring party is a corporation, or if a person required to file the statement referred to in § 23-3-306 is a corporation, the commission may require that the information called for by subdivisions (a)(1)-(10) of this section be given with respect to the corporation, each officer and director of the corporation, and each person who is directly or indirectly the beneficial owner of more than ten percent (10%) of the outstanding voting securities of the corporation and each affiliate of such a corporation.

(c) If any material change occurs in the facts set forth in the statement filed with the commission and sent to the domestic public utility pursuant to this subchapter, an amendment setting forth the change, together with copies of all documents and other material relevant to the change, shall be filed with the commission and sent by the person filing the statement to the domestic public utility within two (2) business days after the person learns of the change.

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