Wisconsin Administrative Code › Department of Financial Institutions › DFI-Sec 1-36 - Department of Financial Institutions-Securities › Chapter DFI-Sec 21 - Definitions › Section DFI-Sec 21.01 - Definitions

Current through June 24, 2024
(1) "Persons" within the meaning of s.
				552.03(1),
				Stats., includes 2 or more persons acting as a partnership, limited
				partnership, syndicate or other group in connection with their acquiring,
				holding or disposing of securities of a target company for the purpose of
				changing or influencing control of such target company. Two or more officers or
				directors of a target company shall not be deemed to have "acquired directly or
				indirectly the beneficial ownership of any equity security of a target
				company", within the meaning of s.
				552.03(1),
				Stats., if they do no more than act in their respective capacities as officers
				and directors under the organizational instruments of the target
				company.
(2) For the purpose of ss.
				552.01(5)
				and
				552.03(1),
				Stats., "beneficial owner" shall have the meaning prescribed in rule 13d-3
				under the securities exchange act of 1934.
(3) For the purpose of s.
				552.03(1),
				Stats., "acquiring directly or indirectly" shall have the meaning prescribed in
				rule 13d-5 under the securities exchange act of 1934.
(4) A target company "may be involved in a
				take-over offer" within the meaning of s.
				552.01(6),
				Stats., if the making of a take-over offer relating to any class of its equity
				securities or the acquisition of any of its securities pursuant to the offer is
				not prohibited by any state or federal law other than ch. 552, Stats., or the
				securities exchange act of 1934.
(5) "Material change" within the meaning of
				s.
				552.03(4),
				Stats., and s. DFI-Sec 22.03, does not include any acquisition or disposition
				of the direct or indirect beneficial ownership of an equity security of a
				target company which, when added to the net of all acquisitions and
				dispositions by the same person of securities of the same class during the
				preceding 12 months or since the last filing by the person under s.
				552.03,
				Stats., whichever time period is shorter, does not exceed 2% of the outstanding
				equity securities of that class.
(6) "Public disclosure" of the material terms
				of the proposed offer within the meaning of s.
				552.05(1),
				Stats., means an advertisement placed in any newspaper of general circulation
				in this state or in the area in this state where the principal office of the
				target company is located, if located in this state, which contains only the
				following information:
(a) The name of the
				offeror;
(b) The name of the target
				company;
(c) A statement that the
				bidder intends to make a tender offer in the future for a class of equity
				securities of the target company;
(d) The date of filing of the registration
				statement with the division; and
(e) The following statement in bold-face
				type:
THIS PUBLICATION OF A PROPOSED TENDER OFFER OR INVITATION FOR
				  TENDERS IS REQUIRED BY THE WISCONSIN CORPORATE TAKE-OVER LAW AND DOES NOT
				  CONSTITUTE AN OFFER NOR A SOLICITATION FOR AN OFFER. THE OFFEROR INTENDS TO
				  MAKE A TENDER OFFER IN THE FUTURE FOR THE SECURITIES DESCRIBED HEREIN. HOWEVER,
				  UNLESS AN OFFER IS EXEMPTED BY THE division, NO OFFER MAY BE MADE, NOR WILL
				  TENDERS BE ACCEPTED, UNLESS AND UNTIL THE REGISTRATION STATEMENT WITH RESPECT
				  TO THE OFFER BECOMES EFFECTIVE WITH THE WISCONSIN division OF
				  SECURITIES.
The division may permit the omission of any of the above
				  information or the inclusion of additional information in a public disclosure
				  as the division deems necessary or appropriate to satisfy the purposes of this
				  chapter and to conform the procedures contained in this chapter to those
				  prescribed by Regulation 14D under the securities exchange act of 1934. A
				  public disclosure meeting the requirements of this subsection is not deemed a
				  "solicitation" within the meaning of s.
				  552.09(1),
				  Stats., and is intended to constitute a "public announcement" under rule 14d-2
				  (d) of the securities exchange act of 1934 that does not result in the
				  "commencement" of a tender offer under federal law.