Okla. Stat. tit. 17, § 17-191.3

or affirmation - Contents - Amendments.

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

required by Section 191.2 of this title 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 merger or other 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 statements in a form acceptable to the

Commission as to the financial condition of an acquiring party for

Oklahoma Statutes - Title 17. Corporation Commission Page 175

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

unaudited information as of a date not later 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 public utility or holding company, 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 corporate structure, such contemplated changes and the rationale

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

management of the domestic public utility or holding company 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 domestic public utility or

holding company;

5. The number of shares of any voting security of the domestic

public utility or holding company which each acquiring party

proposes to acquire, and the terms of the offer, request,

invitation, agreement or acquisition referred to in Section 191.2 of

this title;

6. The amount of each class of any voting security of the

domestic public utility or holding company which is beneficially

owned or concerning which there is a right to acquire beneficial

ownership by each acquiring party;

7. A full description of any contracts, arrangements or

understandings with respect to any voting security of the domestic

public utility or holding company in which any acquiring party is

involved, including but not limited to transfer of any securities,

joint ventures, loan or option arrangements, puts or calls,
hich there is a right to acquire beneficial

ownership by each acquiring party;

7. A full description of any contracts, arrangements or

understandings with respect to any voting security of the domestic

public utility or holding company in which any acquiring party is

involved, including but not limited to transfer of any 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. Such description shall identify the persons with whom

such contracts, arrangements or understandings have been entered

into;

8. A description of the purchase of any voting security of the

domestic public utility or holding company during the twelve (12)

calendar months preceding the filing of the statement, by any

acquiring party, including the dates of purchase, names of the

purchasers, and consideration paid or agreed to be paid therefor;

9. Copies of all tender offers for, requests for,

advertisements for, invitations for tenders of, exchange offers for,

and agreements to acquire or exchange any voting securities of the

Oklahoma Statutes - Title 17. Corporation Commission Page 176

domestic public utility or holding company and, if distributed, of

additional soliciting material relating thereto;

10. If the proposed transaction involves the merger or other

acquisition of control of a domestic public utility whose utility

service includes the furnishing of electric current, a schedule,

derived from the financial information provided pursuant to

paragraph 3 of this subsection, showing separately, as of a date

within one hundred thirty-five (135) days of filing the statement,

the amount of the total utility assets of the acquiring party and

the amount of the total nonutility assets of the acquiring party;

and

11. Such additional information as the Commission may by rule

or regulation prescribe as necessary or appropriate for the

protection of ratepayers of the domestic public utility or in the

public interest.

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

Section 191.2 of this title is a partnership, limited partnership,

limited liability company, syndicate or other group, the Commission

may require that the information called for in paragraphs 1 through

11 of subsection A of this section shall be given with respect to

each partner of such partnership or limited partnership, each member

of such limited liability company, 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 191.2 of this

title is a corporation, the Commission may require that the

information called for by paragraphs 1 through 11 of subsection A of

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

and director of such corporation, and each person who is directly or

indirectly the beneficial owner of more than ten percent (10%) of

the outstanding voting securities of such corporation and each

affiliate 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 domestic public

utility or holding company 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

domestic public utility or holding company within two (2) business

days after such person learns of such change.