§ 1603 — Contents of registration statement

§ 1603. Contents of registration statement.\n (a) The registration statement required to be filed pursuant to\nsubdivision (a) of section sixteen hundred two of this article shall\ninclude:\n 1. Copies of all prospectuses, brochures, advertisements, circulars,\nletters, or other matter by means of which the offeror proposes to\ndisclose to offerees all information material to a decision to accept or\nreject the offer;\n 2. The identity and background of all persons on whose behalf the\nacquisition of any equity security of the target company has been or is\nto be effected;\n 3. The exact title and number of shares outstanding of the class of\nequity securities being sought, the number of such securities being\nsought and the consideration being offered therefor;\n 4. The source and amount of funds or other consideration used or to be\nused in acquiring any equity security, including a statement describing\nany securities, other than the existing capital stock or long term debt\nof the offeror, which are being offered in exchange for the equity\nsecurities of the target company and also including copies of all loan\nor credit agreements and letters of commitment used or to be used to\nsecure financing for the acquisition of any equity security of the\ntarget company;\n 5. A statement of any plans or proposals which the offeror, upon\ngaining control, may have to liquidate the target company, sell its\nassets, effect a merger or consolidation of it, or make any other major\nchange in its business, corporate structure, management personnel, or\npolicies of employment;\n 6. The number of shares of any equity security of the target company\nof which each offeror is beneficial or record owner or has a right to\nacquire, directly or indirectly, together with the name and address of\neach person defined in this section as an offeror;\n 7. Particulars as to any contracts, arrangements, or understandings to\nwhich an offeror is party with respect to any equity security of the\ntarget company, including without limitation transfers of any equity\nsecurity, joint ventures, loans or option arrangements, puts and calls,\nguarantees of loan, guarantees against loss, guarantees of profits,\ndivision of losses or profits, or the giving or withholding of proxies,\nnaming the persons with whom such contracts, arrangements, or\nunderstandings have been entered into;\n 8. Complete information on the organization and operations of the\nofferor, including without limitation the year of organization, form of\norganization, jurisdiction in which it is organized, a description of\neach class of the offeror's capital stock and of its long term debt,\nfinancial statements for the current period and for the three most\nrecent annual accounting periods, a description of pending legal\nproceedings other than routine litigation to which the offeror or any of\nits subsidiaries is a party or of which any of their property is the\nsubject, a brief description of the business done and projected by the\nofferor and its subsidiaries and the general development of such\nbusiness over the past five years, the names of all directors and\nexecutive officers together with biographical summaries of each for the\npreceding three years to date;\n 9. A statement as to the potential impact, if any, of the offeror's\nplans or proposals on the residents of New York state, including any\nmaterial change in the location of the target company's offices or\nbusiness activities within this state; any plant or facility relocation;\nany plant or facility closings; any significant reduction in the\nworkforce at an individual plant or facility; any other material change\nin the number, job classification, compensation, or other terms and\nconditions of employment of persons employed by the target company in\nthis state; any material change in the relationships of the target\ncompany with suppliers or customers within this state, or any other\nmaterial changes in the target company's business, corporate structure,\nmanagement, personnel or activities which would have a substantial\nimpact on residents of this state;\n 10. Particulars as to any pension plans; profit sharing plans; savings\nplans; educational opportunities; relocation adjustments; labor\nrelations records, including violations of the federal national labor\nrelations act, occupational safety and health act of 1970, fair labor\nstandards act, or employee retirement and income security act, as\namended, finally adjudicated or settled within five years of the\ncommencement of the takover bid; earnings and dividend growth; community\nactivities; and charitable, cultural, educational and civic\ncontributions of the offeror;\n 11. If the offeror is a natural person, information concerning his\nidentity and background, including without limitation financial\nstatements for the current and three preceding years, a description of\nhis business activities and affiliations during that time period, and a\ndescription of any pending legal or administrative proceedings, other\nthan routine and immaterial litigation, to which the offeror is a party\nor of which any of his property is the subject; and\n 12. If debt securities or preferred stock are either offered in the\ntakeover bid or used as a source of funds in making the takeover bid,\nthe investment rating, if any, by a generally recognized rating service\nof such debt security or preferred stock.\n (b) If any material change occurs in the facts set forth in the\nregistration statement required by subdivision (a) of section sixteen\nhundred two of this article, the offeror who filed such statement shall\npromptly notify the attorney general and the target company of such\nchange in writing or by telephone confirmed in writing and shall amend\nthe registration statement to reflect such change promptly but not later\nthan the date such change is first published, sent or given to offerees.\n (c) The attorney general may permit the omission of any information\nrequired by subdivision (a) of this section to be included in the\nregistration statement if he determines that such information is\nimmaterial or otherwise unnecessary for the protection of offerees.\n