Section 75 - Information filed with the commission The information to be filed pursuant to section 4 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, if applicable, 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 material terms of any financing arrangements and the names of the parties from whom the funds were borrowed.(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. The offeror shall disclose any changes offeror intends to make with regard to any collective bargaining agreements.(5) The number of shares or units of any equity security of the target company owned beneficially by such person and any affiliate or associate of such person, together with the name and address of each affiliate or associate.(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 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 such contracts, arrangements, or understandings have been entered into.(7) Particulars as to any contract, arrangement or understanding between any offeror and any officer, director or owner of 10% or more of the outstanding stock of the target company relating to employment of or purchase of services or property from any such officer, director or shareholder.(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 equity securities 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 its employee relations history during the past five years including strikes and findings of unfair labor practices by the National Labor Relations Board, a description of material pending legal or administrative 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 any material changes therein during the past three years, the names and residence addresses of all directors and executive officers of the offeror and its affiliates and their principal occupations together with biographical activities and affiliations during the past three years. For the purposes of this paragraph, legal or administrative proceedings involving antitrust, equal opportunity and environmental matters shall be considered material.(9) Such other and further documents, exhibits, data, and information as may be required by regulation of the commission necessary to make fair, full, and effective disclosure to offerees of all information material to a decision to accept or reject the offer.1976, March 3, P.L. 42, No. 19, § 5, imd. effective.