Oregon Administrative Rules › Chapter 836 - DEPARTMENT OF CONSUMER AND BUSINESS SERVICES, INSURANCE REGULATION › Division 27 - DOMESTIC INSURERS; ORGANIZATION; CORPORATE PROCEDURES › Section 836-027-0130 - Information to Be Included in Statement Required by ORS 732.517 to 732.592

Current through Register Vol. 63, No. 7, July 1, 2024
The statement to be filed with the Director pursuant to ORS
				732.517 to
				732.592 shall include the
				following information, to be set forth in Form A:
(1) If any acquiring party required to file a
			 statement is an individual, the principal occupation of the person and all
			 offices and positions held during the past five years, and any conviction of
			 crimes other than minor traffic violations during the past 10 years;
			 and
(2) If any acquiring party
			 required to file a statement is not an individual, a report of the nature of
			 its business operations during the past five years or for such lesser period as
			 the acquiring party and any predecessors of the acquiring party have been in
			 existence, an informative description of the business intended to be done by
			 the acquiring party and its subsidiaries, and a list of all individuals who are
			 or who have been selected to become directors or executive officers of the
			 acquiring party or who perform or will perform functions appropriate to the
			 positions. The list shall include for each individual the information required
			 by section (1) of this rule.
(3)
			 The number of shares of any security that each acquiring party required to file
			 a statement proposes to acquire in connection with the acquisition, the terms
			 of any proposed offer or agreement relating to the acquisition and a statement
			 as to the method by which the fairness of the proposal was
			 determined.
(4) The amount of each
			 class of any security of the type to be acquired in connection with the
			 acquisition that is beneficially owned or concerning which there is a right to
			 acquire beneficial ownership by any acquiring party.
(5) A full description of any contracts,
			 arrangements or understandings with respect to any security of the type to be
			 acquired in connection with the acquisition in which any acquiring party
			 required to file a statement is involved, including, without limitation, those
			 involving transfer of any of the securities, joint ventures, loan or option
			 arrangements, puts or calls, guarantees of loans, guarantees against loss or
			 guarantees of profits, division of losses or profits or the giving or
			 withholding of proxies. The description shall identify the persons with whom
			 the contracts, arrangements or understandings have been entered.
(6) A description of the purchase of any
			 security of the type to be acquired in connection with the acquisition during
			 the 12 calendar months preceding the filing of the statement, by any acquiring
			 party required to file a statement, including the dates of purchase, names of
			 the purchasers and consideration paid or agreed to be paid for the
			 security.
(7) A description of any
			 recommendation to purchase any security of the type to be acquired in
			 connection with the acquisition made by any acquiring party required to file a
			 statement, or by anyone based upon interviews or at the suggestion of any
			 acquiring party required to file a statement, during the 12 calendar months
			 preceding the filing of the statement.
(8) Copies of all tender offers for, requests
			 or invitations for tenders of, exchange offers for and agreements to acquire or
			 exchange any securities of the type to be acquired in connection with the
			 acquisition and, if distributed, copies of additional soliciting material
			 relating thereto.
(9) A description
			 of the terms of any agreement, contract or understanding made with or proposed
			 to be made with any broker-dealer as to solicitation for tender of securities
			 of the type to be acquired in connection with the acquisition, including the
			 amount of any fees, commissions or other compensation to be paid to any
			 broker-dealer in connection with the agreement, contract or
			 understanding.
Stat. Auth.: ORS
				  732.523 & ORS
				  732.572
Stats. Implemented: ORS
				  732.574 & ORS
				  732.517 - ORS
				  732.592