Conn. Agencies Regs. § 36-344-4 - Corporate tender offers
(a) Any person who
proposes to make a tender offer involving a target company in this state, or
acquire any equity securities of a target company pursuant to such offer,
unless the offer is effective under this act or is exempted by the
commissioner, shall file with the commissioner a registration statement, Form
TO-1, and not later than the date of the filing of the registration statement,
shall send a copy of such registration statement by certified or registered
mail to the target company at its principal executive offices and publicly
disclose the material terms of the proposed offer.
(b) In lieu of Form TO-1, any person required
to file such registration statement may file one copy, originally executived,
of SCHEDULE 13D as filed with the Securities and Exchange Commission and shall
attach a separate schedule containing the following additional information:
(1) the date and state of organization of
target company;
(2) the state in
which a majority of business operations is conducted;
(3) the particulars as to the approximate
amount of any material interest, direct or indirect, of any director, officer,
ten percent shareholder, affiliate, partner or associate of the offeror in any
material transaction during the past three years, or in any proposed material
transactions, with the target company to which the offeror or any of its
affiliates was or is to be a party. If none, so state;
(4) If the offeror is required to file
periodic reports and proxy materials under the Federal Securities Exchange Act
of 1934, its latest annual report and proxy materials for its latest annual
meeting at which directors were elected must be filed or, if it is not required
to file such reports and proxy materials, information concerning the offeror
substantially comparable to the information required to be included in annual
reports and proxy materials for an annual meeting at which directors are to be
elected filed under such federal act;
(5) such other and further documents,
exhibits, data and information necessary to make fair and full disclosure to
offerees of all information material to a decision to accept or reject the
offer. An index should be attached listing all such documents and
exhibits;
(6) the intended date of
commencement of the tender offer.
Notes
State regulations are updated quarterly; we currently have two versions available. Below is a comparison between our most recent version and the prior quarterly release. More comparison features will be added as we have more versions to compare.
No prior version found.