2015 Oklahoma Statutes
Title 17. Corporation Commission
§17-158.52. Statement - Contents - Oath or affirmation - Amendments.
A. The statement to be filed with the Corporation Commission as required by Section 2 of this act 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 such acquiring party is an individual, his 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 such 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 such acquiring party and any predecessors thereof shall have been in existence; an informative description of the business intended to be done by such acquiring party and its subsidiaries; and a list of all individuals who are or who have been selected to become directors or officers of such acquiring party, or who perform or will perform functions appropriate or similar to such positions. Such list shall include for each such individual the information required by subparagraph a of paragraph 1 of this subsection;
2. The source, nature and amount of the consideration used or to be used in effecting the acquisition of control, a detailed description of any transaction wherein funds were or are to be obtained for any such purpose, and the identity of persons furnishing such consideration; provided, however, that where a source of such 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 such statement so requests;
3. Audited financial information in a form acceptable to the Commission as to the financial condition of an acquiring party for the preceding three (3) fiscal years of each such acquiring party, or for such lesser period as such 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. Any plans or proposals which an acquiring party may have to liquidate such rural electric cooperative, to sell its assets or a substantial part thereof, or merge or consolidate it with any person, or to make any other material change in its investment policy, business or corporate structure, or management. If any change is contemplated in the investment policy, or business or corporate structure, such contemplated changes and the rationale therefor shall be explained in detail. If any changes in the management of the rural electric cooperative 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 rural electric cooperative;
5. Copies of all offers for, exchange offers for, and agreements to acquire or exchange any assets and, if distributed, of additional soliciting material relating thereto;
6. Documentation from any and all mortgagors which hold a mortgage on any plant or equipment of such rural electric cooperative setting forth such mortgagors approval of such proposed acquisition of control; and
7. Such additional information as the Commission may by rule or regulation prescribe as necessary or appropriate for the protection of ratepayers of the rural electric cooperative or in the public interest.
B. If a person required to file the statement referred to in Section 2 of this act is a partnership, limited partnership, syndicate or other group, the Commission may require that the information called for in paragraphs 1 through 7 of subsection A of this section shall be given with respect to each partner of such partnership or limited partnership, each member of such syndicate or group and each person who controls such partner or member. If any such partner, member, person or acquiring party is a corporation or if a person required to file the statement referred to in Section 2 of this act is a corporation, the Commission may require that the information called for by paragraphs 1 through 7 of subsection A of this section be given with respect to such corporation, each officer and director of such corporation.
C. If any material change occurs in the facts set forth in the statement filed with the Commission and sent to such rural electric cooperative pursuant to this act, an amendment setting forth such change, together with copies of all documents and other material relevant to such change, shall be filed with the Commission and sent by the person filing the statement to the rural electric cooperative within two (2) business days after such person learns of such change.
Added by Laws 1987, c. 59, § 3, emerg. eff. April 30, 1987.
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