2015 Oklahoma Statutes
Title 17. Corporation Commission
§17-191.3. Statement to be filed with Corporation Commission - Oath or affirmation - Contents - Amendments.
A. The statement to be filed with the Corporation Commission as required by Section 191.2 of this title 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 merger or other 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 statements 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 unaudited information as of a date not later 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 public utility or holding company, 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 domestic public utility or holding company 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 holding company;
5. The number of shares of any voting security of the domestic public utility or holding company which each acquiring party proposes to acquire, and the terms of the offer, request, invitation, agreement or acquisition referred to in Section 191.2 of this title;
6. The amount of each class of any voting security of the domestic public utility or holding company 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 security of the domestic public utility or holding company 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. Such description shall identify the persons with whom such contracts, arrangements or understandings have been entered into;
8. A description of the purchase of any voting security of the domestic public utility or holding company 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 therefor;
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 of the domestic public utility or holding company and, if distributed, of additional soliciting material relating thereto;
10. If the proposed transaction involves the merger or other acquisition of control of a domestic public utility whose utility service includes the furnishing of electric current, a schedule, derived from the financial information provided pursuant to paragraph 3 of this subsection, showing separately, as of a date within one hundred thirty-five (135) days of filing the statement, the amount of the total utility assets of the acquiring party and the amount of the total nonutility assets of the acquiring party; and
11. Such additional information as 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. If a person required to file the statement referred to in Section 191.2 of this title is a partnership, limited partnership, limited liability company, syndicate or other group, the Commission may require that the information called for in paragraphs 1 through 11 of subsection A of this section shall be given with respect to each partner of such partnership or limited partnership, each member of such limited liability company, 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 191.2 of this title is a corporation, the Commission may require that the information called for by paragraphs 1 through 11 of subsection A of this section be given with respect to such corporation, each officer and director of such corporation, and each person who is directly or indirectly the beneficial owner of more than ten percent (10%) of the outstanding voting securities of such corporation and each affiliate 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 domestic public utility or holding company 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 domestic public utility or holding company within two (2) business days after such person learns of such change.
Added by Laws 1983, c. 292, § 3, eff. Nov. 1, 1983. Amended by Laws 2004, c. 196, § 3, emerg. eff. May 4, 2004.
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