1. The Laws of New York
  2. Consolidated Laws
  3. Business Corporation
  4. Article 16: Security Takeover Disclosure Act


Section 1603 Contents of registration statement

Business Corporation (BSC)

  (a) The registration statement required to be filed pursuant to subdivision (a) of section sixteen hundred two of this article shall include:

  1. Copies of all prospectuses, brochures, advertisements, circulars, letters, or other matter by means of which the offeror proposes to disclose to offerees all information material to a decision to accept or reject the offer;

  2. The identity and background of all persons on whose behalf the acquisition of any equity security of the target company has been or is to be effected;

  3. The exact title and number of shares outstanding of the class of equity securities being sought, the number of such securities being sought and the consideration being offered therefor;

  4. The source and amount of funds or other consideration used or to be used in acquiring any equity security, including a statement describing any securities, other than the existing capital stock or long term debt of the offeror, which are being offered in exchange for the equity securities of the target company and also including copies of all loan or credit agreements and letters of commitment used or to be used to secure financing for the acquisition of any equity security of the target 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 make any other major change in its business, corporate structure, management personnel, or policies of employment;

  6. The number of shares of any equity security of the target company of which each offeror is beneficial or record owner or has a right to acquire, directly or indirectly, together with the name and address of each person defined in this section as an offeror;

  7. Particulars as to any contracts, arrangements, or understandings to which an offeror is party with respect to any equity security of the target company, including without limitation transfers of any equity security, joint ventures, loans or option arrangements, puts and calls, guarantees of loan, guarantees against loss, guarantees of profits, division of losses or profits, or the giving or withholding of proxies, naming the persons with whom such contracts, arrangements, or understandings have been entered into;

  8. Complete information on the organization and operations of the offeror, including without limitation the year of organization, form of organization, jurisdiction in which it is organized, a description of each class of the offeror's capital stock and of its long term debt, financial statements for the current period and for the three most recent annual accounting periods, a description of pending legal proceedings other than routine litigation to which the offeror or any of its subsidiaries is a party or of which any of their property is the subject, a brief description of the business done and projected by the offeror and its subsidiaries and the general development of such business over the past five years, the names of all directors and executive officers together with biographical summaries of each for the preceding three years to date;

  9. A statement as to the potential impact, if any, of the offeror's plans or proposals on the residents of New York state, including any material change in the location of the target company's offices or business activities within this state; any plant or facility relocation; any plant or facility closings; any significant reduction in the workforce at an individual plant or facility; any other material change in the number, job classification, compensation, or other terms and conditions of employment of persons employed by the target company in this state; any material change in the relationships of the target company with suppliers or customers within this state, or any other material changes in the target company's business, corporate structure, management, personnel or activities which would have a substantial impact on residents of this state;

  10. Particulars as to any pension plans; profit sharing plans; savings plans; educational opportunities; relocation adjustments; labor relations records, including violations of the federal national labor relations act, occupational safety and health act of 1970, fair labor standards act, or employee retirement and income security act, as amended, finally adjudicated or settled within five years of the commencement of the takover bid; earnings and dividend growth; community activities; and charitable, cultural, educational and civic contributions of the offeror;

  11. If the offeror is a natural person, information concerning his identity and background, including without limitation financial statements for the current and three preceding years, a description of his business activities and affiliations during that time period, and a description of any pending legal or administrative proceedings, other than routine and immaterial litigation, to which the offeror is a party or of which any of his property is the subject; and

  12. If debt securities or preferred stock are either offered in the takeover bid or used as a source of funds in making the takeover bid, the investment rating, if any, by a generally recognized rating service of such debt security or preferred stock.

  (b) If any material change occurs in the facts set forth in the registration statement required by subdivision (a) of section sixteen hundred two of this article, the offeror who filed such statement shall promptly notify the attorney general and the target company of such change in writing or by telephone confirmed in writing and shall amend the registration statement to reflect such change promptly but not later than the date such change is first published, sent or given to offerees.

  (c) The attorney general may permit the omission of any information required by subdivision (a) of this section to be included in the registration statement if he determines that such information is immaterial or otherwise unnecessary for the protection of offerees.