409.516. Registration statement, contents--material changes, notice to commissioner, how.
Registration statement, contents--material changes, notice tocommissioner, how.
409.516. 1. The registration statement required to be filedpursuant to subsection 1 of section 409.511 shall include:
(1) Copies of all prospectuses, brochures, advertisements,circulars, letters, or other matter by means of which the offerorproposes to disclose to offerees all information material to adecision to accept or reject the offer;
(2) The identity and background of all persons on whosebehalf the acquisition of any equity security of the targetcompany has been or is to be effected;
(3) The exact title and number of shares outstanding of theclass of equity securities being sought, the number of suchsecurities being sought and the consideration being offeredtherefor;
(4) The source and amount of funds or other considerationused or to be used in acquiring any equity security, including astatement describing any securities, other than the existingcapital stock or long-term debt of the offeror, which are beingoffered in exchange for the equity securities of the targetcompany and also including copies of all loan or creditagreements and letters of commitment used or to be used to securefinancing for the acquisition of any equity security of thetarget company;
(5) A statement of any plans or proposals which the offeror,upon gaining control, may have to liquidate the target company,sell its assets, effect a merger or consolidation of it, or makeany other major change in its business, corporate structure,management personnel, or policies of employment;
(6) The number of shares of any equity security of thetarget company of which each offeror is beneficial or recordowner or has a right to acquire, directly or indirectly, togetherwith the name and address of each person defined in this sectionas an offeror;
(7) Particulars as to any contracts, arrangements, orunderstandings to which an offeror is party with respect to anyequity security of the target company, including withoutlimitation transfers of any equity security, joint ventures,loans or option arrangements, puts and calls, guarantees of loan,guarantees against loss, guarantees of profits, division oflosses or profits, or the giving or withholding of proxies,naming the persons with whom such contracts, arrangements, orunderstandings have been entered into;
(8) Complete information on the organization and operationsof the offeror, including without limitation the year oforganization, form of organization, jurisdiction in which it isorganized, a description of each class of the offeror's capitalstock and of its long-term debt, financial statements for thecurrent period and for the three most recent annual accountingperiods, a description of pending legal proceedings other thanroutine litigation to which the offeror or any of itssubsidiaries is a party or of which any of their property is thesubject, a brief description of the business done and projectedby the offeror and its subsidiaries and the general developmentof such business over the past five years, the names of alldirectors and executive officers together with biographicalsummaries of each for the preceding three years to date;
(9) A statement as to the potential impact, if any, of theofferor's plans or proposals on the residents of this state,including any material change in the location of the targetcompany's offices or business activities within this state; anyplant or facility relocation; any plant or facility closings; anysignificant reduction in the workforce at an individual plant orfacility; any other material change in the number, jobclassification, compensation, or other terms and conditions ofemployment of persons employed by the target company in thisstate; any material change in the relationships of the targetcompany with suppliers or customers within this state, or anyother material changes in the target company's business,corporate structure, management, personnel or activities whichwould have a substantial impact on residents of this state;
(10) Particulars as to any pension plans; profit sharingplans; savings plans; educational opportunities; relocationadjustments; labor relations records, including violations of thefederal National Labor Relations Act, Occupational Safety andHealth Act of 1970, Fair Labor Standards Act, or EmployeeRetirement and Income Security Act, as amended, finallyadjudicated or settled within five years of the commencement ofthe takeover bid; earnings and dividend growth; communityactivities; and charitable, cultural, educational and civiccontributions of the offeror;
(11) If the offeror is a natural person, informationconcerning his identity and background, including withoutlimitation financial statements for the current and threepreceding years, a description of his business activities andaffiliations during that time period, and a description of anypending or administrative proceedings, other than routine andimmaterial litigation, to which the offeror is a party or ofwhich any of his property is the subject; and
(12) If debt securities or preferred stock are eitheroffered in the takeover bid or used as a source of funds inmaking the takeover bid, the investment rating, if any, by agenerally recognized rating service of such debt security orpreferred stock.
2. If any material change occurs in the facts set forth inthe registration statement required by subsection 1 of section409.511, the offeror who filed such statement shall promptlynotify the commissioner of securities and the target company ofsuch change in writing or by telephone confirmed in writing andshall amend the registration statement, to reflect such changepromptly but not later than the date such change is firstpublished, sent or given to offerees.
3. The commissioner of securities may permit the omission ofany information required by subsection 1 of this section to beincluded in the registration statement if he determines that suchinformation is immaterial or otherwise unnecessary for theprotection of offerees.
(L. 1986 H.B. 1667)