2015 Connecticut General Statutes
Title 36a - The Banking Law of Connecticut
Chapter 664c - Fundamental Changes Involving Banks, Branches, Automated Teller Machines, Home Banking and Bank Holding Companies
Section 36a-184 - (Formerly Sec. 36-423). Acquisition of beneficial ownership of voting securities of banks and holding companies. Contents of acquisition statement. Registration statement.

(a) As used in this section:

(1) “Person” means any person who engages, or in any way participates, in any of the activities described in subsection (b) of this section, and includes any affiliate or associate of that person. “Person” does not include any person excluded from the definition of “offeror” in subdivision (3) of section 36b-41. The information required by subdivisions (1) to (10), inclusive, of subsection (c) of this section shall be given for each person.

(2) “Associate” of a person means any person acting jointly or in concert with that person for the purpose of acquiring, holding or disposing of, or exercising any voting rights attached to, the equity securities of a bank or holding company.

(3) “Security convertible into a voting security” does not include a stock purchase warrant.

(b) No person shall make a tender offer for, or a request or invitation for tenders of, enter into any agreement to exchange securities for, or acquire, in the open market or otherwise, any voting security, or any security convertible into a voting security, of a bank or holding company, if, as a result of the consummation thereof, and the conversion of any such convertible securities, such person would, directly or indirectly, be the beneficial owner of (1) more than ten per cent or (2) twenty-five per cent or more of any class of voting securities of such bank or holding company unless, prior to the time any tender offer, request or invitation is made to security holders or prior to the effective date of any agreement entered into, or prior to the acquisition of such securities if no offer or agreement is involved, such person has filed with the commissioner, and has sent to such bank or holding company by certified mail, return receipt requested, an acquisition statement containing the information required by this section and such offer, request, invitation, or acquisition has not been disapproved by the commissioner in the manner prescribed in this section and section 36a-185.

(c) The acquisition statement shall, except to the extent waived by the commissioner, contain the following information: (1) The background and identity of the person by whom or on whose behalf the acquisition is to be effected; (2) the source and amount of the funds or other consideration used or to be used in making the acquisition; a description of any transaction wherein funds were or are to be obtained for the purpose of the acquisition, including the identity of the persons furnishing the funds; and any arrangements, agreements or understandings with such persons; (3) full audited financial information as to the earnings and financial condition of such person for the preceding five fiscal years and similar information, which may be unaudited, as of a date not later than ninety days prior to the filing of the statement; (4) any plans or proposals which such person may have to liquidate such bank or holding company, to sell its assets or merge or consolidate it with any person, or to make any other material change in its business or corporate structure or management; (5) the number of shares or principal amount of the security which such person proposes to acquire, and the terms of the offer, request, invitation, agreement or acquisition, as the case may be, and a statement as to the method by which the fairness of the proposal was arrived at; (6) information as to any contracts, arrangements or understandings with any person with respect to any securities of such bank or holding company, including but not limited to transfer of any of the securities, option arrangements, puts or calls, or the giving or withholding of proxies, naming the persons with whom such contracts, arrangements or understandings have been entered into, and giving the details thereof; (7) information as to the purchases of any securities of the bank or holding company or of such person, by such person or any persons affiliated with such person during the preceding twelve calendar months, including the dates of purchase, names of the purchasers, and consideration paid or agreed to be paid therefor; (8) information as to any recommendations to purchase the securities of the bank or holding company or such person made during the preceding twelve calendar months by such person, by persons affiliated with such person or by anyone based upon interviews with or at the suggestion of such person or anyone affiliated with such person; (9) copies of all proposed tender offers, requests or invitations for tenders, exchange offers, contracts or agreements and advertisements making a tender offer or requests or invitations for tenders, and additional material soliciting or requesting such tender offers; and (10) such additional information as the commissioner may require as necessary or appropriate for the protection of the depositors of a bank and the security holders of a bank or holding company, or in the public interest.

(d) If any material change occurs in the facts set forth in the acquisition statement, an amendment shall be filed immediately with the commissioner and sent immediately to such bank or holding company setting forth those changes.

(e) If any offer, invitation, request, agreement or acquisition is proposed to be made by means of a registration statement under the Securities Act of 1933 or in circumstances requiring the disclosure of similar information under the Securities Exchange Act of 1934, the person required to file the acquisition statement may utilize the registration statement in furnishing the required information to the extent that the registration statement contains such information.

(1969, P.A. 598, S. 9; 1971, P.A. 322, S. 3; P.A. 82-194, S. 5, 14; P.A. 84-546, S. 90, 173; P.A. 86-340, S. 1, 2; P.A. 91-189, S. 6, 13; P.A. 92-12, S. 84; P.A. 93-24, S. 2, 9; P.A. 94-122, S. 77, 340.)

History: 1971 act specified applicability of Subsec. (a) re conversion of convertible securities and in Subsec. (b) required that acquisition statement contain, as alternative to number of shares, the principal amount of security and substituted “request, invitation, agreement or acquisition” for “exchange” in Subdiv. (5); P.A. 82-194 amended Subsecs. (a) to (c) to include references to associations, deleted former Subsec. (c) concerning two or more persons acting together for acquisition purposes and added Subsec. (d) defining “person”, “affiliate” and “associate”; P.A. 84-546 made technical change in Subsec. (a); P.A. 86-340 required filing of acquisition statement prior to “effective date” of agreement rather than prior to time agreement “is entered into” in Subsec. (a); P.A. 91-189 amended Subsec. (a) to require the filing of an acquisition statement if the person making the acquisition would be the beneficial owner of 25% or more of any class of voting securities; P.A. 92-12 made technical changes in Subsec. (d); P.A. 93-24 amended Subsec. (d) by adding a definition of “security convertible into a voting security”, effective May 4, 1993; P.A. 94-122 added new Subsec. (a) containing definitions from former Subsec. (d) with minor technical changes and deleted former Subsec. (d), renumbered former Subsecs. (a), (b) and (c) as Subsecs. (b), (c) and (d), and added new Subsec. (e) re registration statements, effective January 1, 1995; Sec. 36-423 transferred to Sec. 36a-184 in 1995.