Okla. Stat. tit. 71, § 71-415

information - Hearings - Information to be filed - Costs.

A. No offeror shall make a multinational corporation take-over

bid unless twenty (20) days prior thereto or such shorter period as

the Administrator may order, but not less than five (5) days, such

offeror announces publicly the terms of the proposed multinational

corporation take-over bid and files with the Administrator and the

target company copies of all information required by this section,

and either:

1. Within five (5) days following such filing, no hearing is

ordered by the Administrator or requested by the target company;

2. A hearing is requested by the target company within such

time but the Administrator finds that no cause for hearing exists;

or

3. A hearing is ordered within such time and upon such hearing

the Administrator adjudicates that the offeror proposes to make

fair, full and effective disclosure to offerees of all information

material to a decision to accept or reject the offer.

B. No offeror shall make a multinational corporation take-over

bid if he owns five percent (5%) or more of the issued and

outstanding equity securities of any class of the target company,

any of which were purchased within one (1) year before the proposed

multinational corporation take-over bid, and the offeror, before

making any such purchase, or before thirty (30) days following the

effective date of this act, whichever is later, failed to publicly

announce his intention to gain control of the target company, or

otherwise failed to make fair, full and effective disclosure of such

intention to the persons from whom he acquired such securities.

C. The information to be filed with the Administrator and the

target company pursuant to this section 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 source and amount of funds or other consideration used

or to be used in acquiring any equity security, including a

Oklahoma Statutes - Title 71. Securities Page 118

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;

4. 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;

5. 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 act as an offeror;

6. 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 venture, loan 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;

7. 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
ontracts, arrangements or understandings have been

entered into;

7. 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 brief description

of the location and general character of the principal physical

properties of the offeror and its subsidiaries, 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 (5) years,

the names of all directors and executive officers together with

biographical summaries of each for the preceding five (5) years to

date, and the approximate amount of any material interest, direct or

indirect, of any of the directors or officers in any material

transaction during the past three (3) years, or in any proposed

material transactions, to which the offeror or any of its

subsidiaries was or is to be a party; and

8. Such other and further documents, exhibits, data and

information as may be required by rule or order of the

Administrator, or as may be necessary to make fair, full and

effective disclosure to offerees of all information material to a

decision to accept or reject the offer.

Oklahoma Statutes - Title 71. Securities Page 119

D. Any hearing pursuant to this section shall be held within

forty (40) days of the date a filing is made pursuant to this

section. Adjudications made pursuant to this section shall be made

within sixty (60) days after such filing. If upon hearing, the

Administrator finds that the multinational corporation take-over bid

is in violation of this act or that effective provision is not made

for fair and full disclosure to offerees of all information material

to a decision to accept or reject the offer, he shall so adjudicate.

If he finds that the multinational corporation take-over bid would

comply with this act if amended in certain respects, he shall so

adjudicate. If he finds that the multinational corporation take-

over bid is not in violation of this act and that effective

provision is made for fair and full disclosure to offerees of all

information material to a decision to accept or reject the offer, he

shall so adjudicate.

E. Upon filing an application with the Administrator for a

hearing under this section, the target company shall pay:

1. The Oklahoma Department of Securities a nonrefundable fee of

Five Hundred Dollars ($500.00);

2. Such additional amount as a deposit as the Administrator may

estimate will be needed to defray the costs of investigation and

hearing including but not limited to technical, expert and special

services; and

3. After the hearing, the additional costs actually incurred in

excess of the deposit plus the fee.

All payments received from the target company shall be paid into an

agency special account and any unexpended portion shall be refunded

therefrom, pursuant to the provisions of Sections 7.1 through 7.5a

of Title 62 of the Oklahoma Statutes.