49:5-3. Disclosure

a. Filing requirements. No offeror shall make a takeover bid unless at least 20 days before such takeover bid is made such offeror has filed with the bureau and has sent by certified mail to the target company at its principal office a statement containing the information required by this section and such takeover bid has been permitted to proceed by the bureau chief in the manner hereinafter prescribed in this act. The material terms of the proposed offer shall be publicly disclosed by the offeror to the leading wire services for the financial press.

b. The disclosure statement shall be filed on forms prescribed by the bureau chief, and shall be accompanied by a consent by the offeror to service of process and the filing fee specified in section 11, and shall contain the following information and such additional information as the bureau chief, by regulation prescribes:

(1) The identity of and material information concerning the offeror, including:

(i) If the offeror is a corporation, information concerning its organization, including the year and jurisdiction of its organization, a description of each class of its capital stock and long-term debt, a description of the business done by the offeror and its affiliates and any material changes therein during the past 3 years, a description of the location and character of the principal properties of the offeror and its affiliates, a description of any material pending legal or administrative proceedings in which the offeror or any of its affiliates is a party, the names of all directors and executive officers of the offeror and their material business activities and affiliations during the past 3 years;

(ii) If the offeror is not a corporation, information concerning the background of the person, including his material business activities and affiliations during the past 3 years, and a description of any material pending legal or administrative proceeding in which that person is a party, as well as any conviction of crimes other than minor traffic violations during the past 10 years;

(2) 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 which are being offered in exchange for the equity securities of the target company, and if any part of the acquisition price is or will be represented by borrowed funds or other consideration, a description of the transaction and the names of all parties; provided, however, that where a source of such consideration is a loan made by a banking institution in such lender's ordinary course of business, the identity of the lender shall remain confidential, if the person filing the statement so requests.

(3) Audited financial information as to the earnings and financial condition of such offeror for the preceding 5 fiscal years of such offeror or for such lesser period as such offeror and any predecessors thereof shall have been in existence), and similar unaudited information as of a date not earlier than 90 days prior to the filing of the statement.

(4) Any plans or proposals which such offeror may have to liquidate such target company, to sell its assets or merge or consolidate it with any person, or to make any other material change in its business or corporate structure or management (with particular emphasis upon the changes that will occur within the State of New Jersey) and full details as to the manner in which the acquisition will be accounted for on the records of the offeror.

(5) The number of shares or units of any equity security of the target company of which each offeror is the record or beneficial owner or which the offeror has a right to acquire, directly or indirectly;

(6) Information as to any contracts, arrangements, understandings or negotiations with any person with respect to any equity security of the target company, including transfers of any equity security, joint ventures, 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 those contracts, arrangements or understandings have been entered into;

(7) Information as to any contracts, arrangements, understandings or negotiations with any person who is an officer, director, administrator, manager, executive employee or record or beneficial owner of equity securities of the target company with respect to the tender of any equity securities of the target company, the purchase by the offeror of any equity securities owned by that person otherwise than pursuant to the takeover offer, the retention of any person in his present position or in any other management position or with respect to that person giving or withholding a favorable recommendation to the takeover offer; and

(8) A description of the provisions made or to be made for providing all material information concerning the takeover offer to the offerees, including a description of the proposed takeover offer in the form proposed to be published or sent the offerees initially disclosing the takeover offer.

(9) The number of shares of any security subject to the takeover bid which such offeror proposes to acquire, and the terms of the takeover bid referred to in subsection a., and a statement as to the method by which the fairness of the proposal to the offerees was arrived at.

(10) A description of the purchase of any security subject to the takeover bid during the 12 calendar months preceding the filing of the statement, by such offeror, including the dates of purchase, names of the purchasers, and consideration paid or agreed to be paid therefor.

(11) A description of any recommendations to purchase any security subject to the takeover bid made during the 12 calendar months preceding the filing of the statement, by such offeror, or by anyone based upon interviews or at the suggestion of such offeror.

(12) Copies of all tender offers for, requests or invitations for tenders of, exchange offers for, and agreements to acquire or exchange any securities subject to the takeover bid and (if distributed) of additional soliciting material relating thereto.

(13) The terms of any agreement, contract or understanding made with any broker-dealer as to solicitation of securities subject to the takeover bid for tender, and the amount of any fees, commissions or other compensation to be paid to broker-dealers with regard thereto.

(14) Such additional information as the bureau chief may by rule or regulation or order prescribe as necessary or appropriate for the achievement of the functions and objectives described in section 4 of this act.

If the person required to file the statement referred to in subsection a. is a partnership, limited partnership, syndicate or other group, the bureau chief may require that the information called for by paragraphs (1) through (14) shall be given with respect to each partner of such partnership or limited partnership, each member of such syndicate or group, and each person who controls such partner or member. If any such partner, member or person is a corporation or the person required to file the statement referred to in subsection a. is a corporation, the bureau chief may require that the information called for by paragraphs (1) through (14) shall 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 10% of the outstanding voting securities of such corporation.

If any material change occurs in the facts set forth in the statement filed with the bureau and sent to such target company pursuant to this section, an amendment setting forth such change, shall be filed with the bureau and sent to such target company within 2 business days after the person learns of such change.

L.1977, c. 76, s. 3, eff. April 27, 1977.