§ 23-2-3.1-5 — Contents of statement; document prepared under federal law

Indiana § 23-2-3.1-5

• Jurisdiction: Indiana
• Title 23: BUSINESS AND OTHER ASSOCIATIONS
• Art. 2: SECURITIES AND FRANCHISES
• Ch. 3.1: Takeover Offers

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(a) If the takeover offer is subject to any
federal law, including the Securities Exchange Act of 1934 (15 U.S.C.
78), the statement must consist of one (1) copy of each document
required to be filed with the Securities and Exchange Commission or
any other federal agency.
(b) If the takeover offer is not subject to any requirement of federal
law, the statement must be filed on forms prescribed by the
commissioner and contain the following information:
(1) The identity of and material information concerning the
offeror, including:
(A) if the offeror is a corporation:
(i) information concerning its organization, including the year
and jurisdiction of its organization;
(ii) a description of each class of its capital stock and
long-term debt;
(iii) a description of the business done by the offeror and its
affiliates and any material changes of its business during the
past three (3) years;
(iv) a description of the location and character of the
principal properties of the offeror and its affiliates;
(v) a description of any material pending legal or
administrative proceedings in which the offeror or any of its
affiliates is a party;
(vi) the names of all directors and executive officers of the
offeror and their material business activities and affiliations
during the past three (3) years; and
(vii) audited financial statements of the offeror and its
affiliates for its three (3) most recent annual accounting
periods and interim financial statements for any current
period; and
(B) if the offeror is not a corporation:
(i) information concerning the background of the person,
including the person's material business activities and
affiliations during the past three (3) years; and
(ii) a description of any material pending legal or
administrative proceeding in which the person is a party.
(2) The source and amount of funds or other consideration used
or to be used in acquiring any equity security, including:
(A) a statement describing any securities being offered in
exchange for the equity securities of the target company; and
(B) if any part of the acquisition price is or will be represented
by borrowed funds or other consideration, a description of the
transaction and the names of all the parties.
(3) If the purpose of the acquisition is to gain control of the target
company, a statement of any plans or proposals or negotiations
with respect to the acquisition which the offeror has upon gaining
control to:
(A) liquidate the target company;
(B) sell its assets;
(C) effect its merger or consolidation; or
(D) make any other major change in its business, corporate
structure, management or personnel.
(4) The number of shares or units of any equity security of the
target company of which each offeror is the record or beneficial
owner or which the offeror has a right to acquire, directly or
indirectly.
(5) Information as to any contracts, arrangements, understandings,
or negotiations with any person concerning any equity security of
the target company, including:
(A) transfers of any equity security, joint ventures, loan or
option arrangements, puts and calls, guarantees of loan,
guarantees against loss, guarantees of profits, division of losses
or profits; or
(B) the giving or withholding of proxies;
naming the persons with whom those contracts, arrangements, or
understandings have been entered into.
(6) Information as to any contracts, arrangements, understandings,
or negotiations, with any officer, director, administrator, manager,
executive employee, or record or beneficial owner of equity
securities of the target company with respect to the tender of any
equity securities of the target company, the purchase by the
offeror of any equity securities owned by that person otherwise
than pursuant to the takeover offer, the retention of any person in
the person's present position or in any other management position
or with respect to that person giving or withholding a favorable
recommendation to the takeover offer.
(7) A description of the provisions made or to be made for
providing all material information concerning the takeover offer
to the offerees, including a description of the proposed takeover
offer in the form proposed to be published or sent the offerees
initially disclosing the takeover offer.
(8) Any other information which the commissioner prescribes by
rule.
(c) In addition to information required under subsection (a) or (b),
a statement filed under this section must include the following
information:
(1) A description of any contract between the offeror and a
government (other than the United States, a state of the United
States, a commonwealth or possession of the United States, a
government in free association with the United States, or a
political subdivision of a state) executed during the three (3) years
preceding the date of the filing of the statement.
(2) A description of any subsidy received by the offeror from a
goverment described in subdivision (1) during the three (3) years
preceding the date of the filing of the statement.
(3) A list of any offices or appointments held under a government
described in subdivision (1) by the offeror if the offeror is an
individual, or by a member of the board of directors or principal
officer if the offeror is a corporation.
As added by Acts 1979, P.L.235, SEC.1. Amended by
P.L.229-1989, SEC.4.