Oklahoma § 17-191.1 - Definitions

§ 17-191.1. Definitions

As used in this act:

Oklahoma Statutes - Title 17. Corporation Commission

1. "Acquiring party" means a person and all affiliates thereof

by whom or on whose behalf a merger or other acquisition of control

referred to in Section 191.2 of this title is to be effected;

2. "Affiliate" means a person who directly, or indirectly

through one or more intermediaries, controls, or is controlled by,

or is under common control with, the person specified, including any

corporation created at the direction of the person specified for

purposes of corporate reorganization;

3. "Commission" means the Oklahoma Corporation Commission;

4. "Control" (including the terms "controlling", "controlled

by", and "under common control with") means the possession, direct

or indirect, of the power to direct or cause the direction of the

management and policies of a person, whether through the ownership

of voting securities, by contract, or otherwise, unless such power

is the result of an official position with, or corporate office held

in, such person. Control shall be presumed to exist if any person,

directly or indirectly, owns, controls, holds with the power to

vote, or holds proxies representing ten percent (10%) or more of the

aggregate number of the voting securities of any other person. This

presumption may be rebutted by a showing that control does not exist

in fact. The Commission may determine, after furnishing all persons

in interest notice and opportunity to be heard and making specific

findings of fact to support such determination, that control exists

in fact, notwithstanding the absence of a presumption to that

effect;

5. "Domestic public utility" means a person doing business in

the state, any substantial portion of the revenues of which, either

directly or indirectly, are derived from the business of providing

utility service in this state, except that such term does not

include agencies, authorities or instrumentalities of the United

States or a state or political subdivision of a state;

6. “Foreign public utility” means a person that is not a

domestic public utility that is engaged in the production,

transmission, delivery, or furnishing of heat, light, power, or

natural gas to the public in another state of the United States or

in the District of Columbia, and whose rates for the furnishing of

heat, light, power, or natural gas to the public in another state or

the District of Columbia are subject to the approval of an agency of

such other state or the District of Columbia;

7. “Holding company” means any of the following:

a.

any person which, in any chain or successive

ownership, directly or indirectly, as a beneficial

owner, owns, controls or holds ten percent (10%) or

more of the outstanding voting securities of a

domestic public utility, with the unconditional power

to vote such securities, or

Oklahoma Statutes - Title 17. Corporation Commission

b.

any person which the Commission determines, after

investigation and hearing, directly or indirectly,

exercises, alone or under any arrangement or

understanding with one or more persons, such a

controlling interest over the management or policies

of a domestic public utility as to make it necessary

or appropriate in the public interest or for the

protection of the consumers or investors of the

utility that such person be subject to this act;

8. "Issuer" means any person who issues or proposes to issue

any security;

9. “Nonutility company” means a person that is not a holding

company, a domestic public utility, or a foreign public utility;

10. "Person" means an individual, a corporation, a partnership,

an association, a limited liability company, a joint stock company,

a trust, an unincorporated organization, any similar entity or any

combination of the foregoing acting in concert, but shall not

include any securities broker performing no more than the usual and

customary broker's function;

11. "Tender offer" means the acquisition of, or offer to

acquire, pursuant to a tender offer or request or invitation for

tenders, any voting security of a domestic public utility or holding

company, if after acquisition thereof the acquiring party would,

directly or indirectly, be a record or beneficial owner of more than

ten percent (10%) of the aggregate number of the issued and

outstanding voting securities of such domestic public utility or

holding company. "Tender offer" does not mean:

a.

bids made by a dealer for his own account in the

ordinary course of his business of buying and selling

such security, or

b.

any other offer to acquire a voting security, or the

acquisition of such voting security pursuant to such

offer, for the sole account of the acquiring party,

from not more than fifty persons, in good faith and

not for the purpose of avoiding this act;

12. “Total utility assets of an acquiring party” means the sum

of:

a.

the total assets of each domestic public utility that

is an affiliate of the acquiring party,

b.

the total assets of each foreign public utility that

is an affiliate of the acquiring party, and

c.

the portion, if any, of the total assets of the

acquiring party, without regard to its affiliates or

subsidiaries and without regard to its investments in

its affiliates or subsidiaries, owned directly by the

acquiring party and used in the business of being a

domestic public utility or a foreign public utility;

Oklahoma Statutes - Title 17. Corporation Commission

13.

sum of:

“Total nonutility assets of the acquiring party” means the

a.

the total assets of each nonutility company that is an

affiliate of the acquiring party, and

b.

the portion, if any, of the total assets of the

acquiring party, without regard to its affiliates or

subsidiaries and without regard to its investments in

its affiliates or subsidiaries, owned directly by the

acquiring party and not used in the business of being

a domestic public utility or a foreign public utility;

14. "Utility service" means the transmission or distribution

of combustible hydrocarbon natural or synthetic natural gas by a

person subject to Section 152 of this title for sale to the public

or the production, transmission, delivery or furnishing of electric

current by a person subject to Section 181 et seq. of this title for

sale to the public for light, heat or power; and

15. "Voting security" means any stock or indenture of any

class presently entitling the owner or holder thereof to vote in the

direction or management of the affairs of a company, or any stock or

indenture of any class issued under or pursuant to any trust,

agreement or arrangement whereby a trustee or trustees or agent or

agents for the owner or holder of such stock or indenture are

presently entitled to vote in the direction or management of the

company.

Added by Laws 1983, c. 292, § 1, eff. Nov. 1, 1983. Amended by Laws

1987, c. 36, § 1, emerg. eff. April 22, 1987; Laws 2004, c. 196, §

1, emerg. eff. May 4, 2004.