N.Y. Business Corporation Law § 1603: Contents of registration statement

§ 1603. Contents of registration statement.

(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.