{"data":{"id":"us-ok/okla.-stat.-tit.-17-17-191.3","jurisdiction":"us-ok","citation":"Okla. Stat. tit. 17, § 17-191.3","heading":"Statement to be filed with Corporation Commission - Oath","body":"or affirmation - Contents - Amendments.\n\nA. The statement to be filed with the Corporation Commission as\n\nrequired by Section 191.2 of this title shall be made under oath or\n\naffirmation and shall contain the following information:\n\n1. The name and address of each acquiring party and all\n\naffiliates thereof; and\n\na. if such acquiring party is an individual, his\n\nprincipal occupation and all offices and positions\n\nheld during the past five (5) years, and any\n\nconviction of crimes other than minor traffic\n\nviolations during the past ten (10) years, or\n\nb. if such acquiring party is not an individual, a report\n\nof the nature of its business and its affiliates'\n\noperations during the past five (5) years or for such\n\nlesser period as such acquiring party and any\n\npredecessors thereof shall have been in existence; an\n\ninformative description of the business intended to be\n\ndone by such acquiring party and its subsidiaries; and\n\na list of all individuals who are or who have been\n\nselected to become directors or officers of such\n\nacquiring party, or who perform or will perform\n\nfunctions appropriate or similar to such positions.\n\nSuch list shall include for each such individual the\n\ninformation required by subparagraph a of paragraph 1\n\nof this subsection;\n\n2. The source, nature and amount of the consideration used or\n\nto be used in effecting the merger or other acquisition of control,\n\na detailed description of any transaction wherein funds were or are\n\nto be obtained for any such purpose, and the identity of persons\n\nfurnishing such consideration; provided, however, that where a\n\nsource of such consideration is a loan made in the lender's ordinary\n\ncourse of business, the identity of the lender shall remain\n\nconfidential, if the person filing such statement so requests;\n\n3. Audited financial statements in a form acceptable to the\n\nCommission as to the financial condition of an acquiring party for\n\nthe preceding three (3) fiscal years of each such acquiring party,\n\nor for such lesser period as such acquiring party and any\n\npredecessors thereof shall have been in existence, and similar\n\nunaudited information as of a date not later than one hundred\n\nthirty-five (135) days prior to the filing of the statement;\n\n4. Any plans or proposals which an acquiring party may have to\n\nliquidate such public utility or holding company, to sell its\n\nassets, or a substantial part thereof, or merge or consolidate it\n\nwith any person, or to make any other material change in its\n\ninvestment policy, business or corporate structure, or management.\n\nIf any change is contemplated in the investment policy, or business\n\nor corporate structure, such contemplated changes and the rationale\n\ntherefor shall be explained in detail. If any changes in the\n\nmanagement of the domestic public utility or holding company are\n\ncontemplated, the acquiring party shall provide a resume of the\n\nqualifications and the names and addresses of the individuals who\n\nhave been selected or are being considered to replace the then\n\ncurrent management personnel of the domestic public utility or\n\nholding company;\n\n5. The number of shares of any voting security of the domestic\n\npublic utility or holding company which each acquiring party\n\nproposes to acquire, and the terms of the offer, request,\n\ninvitation, agreement or acquisition referred to in Section 191.2 of\n\nthis title;\n\n6. The amount of each class of any voting security of the\n\ndomestic public utility or holding company which is beneficially\n\nowned or concerning which there is a right to acquire beneficial\n\nownership by each acquiring party;\n\n7. A full description of any contracts, arrangements or\n\nunderstandings with respect to any voting security of the domestic\n\npublic utility or holding company in which any acquiring party is\n\ninvolved, including but not limited to transfer of any securities,\n\njoint ventures, loan or option arrangements, puts or calls,\nhich there is a right to acquire beneficial\n\nownership by each acquiring party;\n\n7. A full description of any contracts, arrangements or\n\nunderstandings with respect to any voting security of the domestic\n\npublic utility or holding company in which any acquiring party is\n\ninvolved, including but not limited to transfer of any securities,\n\njoint ventures, loan or option arrangements, puts or calls,\n\nguarantees of loans, guarantees against loss or guarantees of\n\nprofits, division of losses or profits or the giving or withholding\n\nof proxies. Such description shall identify the persons with whom\n\nsuch contracts, arrangements or understandings have been entered\n\ninto;\n\n8. A description of the purchase of any voting security of the\n\ndomestic public utility or holding company during the twelve (12)\n\ncalendar months preceding the filing of the statement, by any\n\nacquiring party, including the dates of purchase, names of the\n\npurchasers, and consideration paid or agreed to be paid therefor;\n\n9. Copies of all tender offers for, requests for,\n\nadvertisements for, invitations for tenders of, exchange offers for,\n\nand agreements to acquire or exchange any voting securities of the\n\ndomestic public utility or holding company and, if distributed, of\n\nadditional soliciting material relating thereto;\n\n10. If the proposed transaction involves the merger or other\n\nacquisition of control of a domestic public utility whose utility\n\nservice includes the furnishing of electric current, a schedule,\n\nderived from the financial information provided pursuant to\n\nparagraph 3 of this subsection, showing separately, as of a date\n\nwithin one hundred thirty-five (135) days of filing the statement,\n\nthe amount of the total utility assets of the acquiring party and\n\nthe amount of the total nonutility assets of the acquiring party;\n\nand\n\n11. Such additional information as the Commission may by rule\n\nor regulation prescribe as necessary or appropriate for the\n\nprotection of ratepayers of the domestic public utility or in the\n\npublic interest.\n\nB. If a person required to file the statement referred to in\n\nSection 191.2 of this title is a partnership, limited partnership,\n\nlimited liability company, syndicate or other group, the Commission\n\nmay require that the information called for in paragraphs 1 through\n\n11 of subsection A of this section shall be given with respect to\n\neach partner of such partnership or limited partnership, each member\n\nof such limited liability company, syndicate or group and each\n\nperson who controls such partner or member. If any such partner,\n\nmember, person or acquiring party is a corporation or if a person\n\nrequired to file the statement referred to in Section 191.2 of this\n\ntitle is a corporation, the Commission may require that the\n\ninformation called for by paragraphs 1 through 11 of subsection A of\n\nthis section be given with respect to such corporation, each officer\n\nand director of such corporation, and each person who is directly or\n\nindirectly the beneficial owner of more than ten percent (10%) of\n\nthe outstanding voting securities of such corporation and each\n\naffiliate of such corporation.\n\nC. If any material change occurs in the facts set forth in the\n\nstatement filed with the Commission and sent to such domestic public\n\nutility or holding company pursuant to this act, an amendment\n\nsetting forth such change, together with copies of all documents and\n\nother material relevant to such change, shall be filed with the\n\nCommission and sent by the person filing the statement to the\n\ndomestic public utility or holding company within two (2) business\n\ndays after such person learns of such change.","path":["OK Code","Title 17"],"source_url":"https://www.oklegislature.gov/OK_Statutes/CompleteTitles/os17.pdf","current_through":"2026-08-14","vintage":"open-us-law v2026.08, retrieved 2026-09-14","retrieved_at":"2026-09-14T18:32:36Z","sha256":"09b8e942a770e69ccd5f569c5288accb2d6806dc4e3ff94117e7ac527625292a","source_id":"us-ok","stale":false,"prev":"us-ok/okla.-stat.-tit.-17-17-191.2","next":"us-ok/okla.-stat.-tit.-17-17-191.4"},"notice":"GroundRules: Original legal text. Not legal advice."}