Oklahoma § 17-158.52 - Statement - Contents - Oath or affirmation Amendments

§ 17-158.52. Statement - Contents - Oath or affirmation Amendments

A. The statement to be filed with the Corporation Commission as

required by Section 2 of this act 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 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 information 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

information as of a date not earlier 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 rural electric cooperative, 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

Oklahoma Statutes - Title 17. Corporation Commission

corporate structure, such contemplated changes and the rationale

therefor shall be explained in detail. If any changes in the

management of the rural electric cooperative 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 rural electric cooperative;

5. Copies of all offers for, exchange offers for, and

agreements to acquire or exchange any assets and, if distributed, of

additional soliciting material relating thereto;

6. Documentation from any and all mortgagors which hold a

mortgage on any plant or equipment of such rural electric

cooperative setting forth such mortgagors approval of such proposed

acquisition of control; and

7. Such additional information as the Commission may by rule

or regulation prescribe as necessary or appropriate for the

protection of ratepayers of the rural electric cooperative or in the

public interest.

B. If a person required to file the statement referred to in

Section 2 of this act is a partnership, limited partnership,

syndicate or other group, the Commission may require that the

information called for in paragraphs 1 through 7 of subsection A of

this section shall be given with respect to each partner of such

partnership or limited partnership, each member of such 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 2

of this act is a corporation, the Commission may require that the

information called for by paragraphs 1 through 7 of subsection A of

this section be given with respect to such corporation, each officer

and director 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 rural electric

cooperative 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 rural electric cooperative

within two (2) business days after such person learns of such

change.

Added by Laws 1987, c. 59, § 3, emerg. eff. April 30, 1987.