Disclosure statements required for tender offer; amendment of statements

1. Law
2. Mississippi Code
3. Regulation of Trade, Commerce and Investments
4. Business Takeovers
5. Tender Offer Law of 1980
6. Disclosure statements required for tender offer; amendment of statements

1. No person shall make a tender offer involving a subject company unless the tender offer is effective or exempted under Sections 75-72-101 through 75-72-121.
2. A tender offer shall become effective under Sections 75-72-101 through 75-72-121 on the day upon which the bidder (a) files with the Secretary of State a disclosure statement containing the information prescribed in subsection (3) of this section, a consent by the bidder to service of process, and the filing fee specified in Section 75-72-117; (b) delivers a copy of the disclosure statement or any required amendment thereto to the subject company at its principal office; and (c) publicly discloses the material terms of the proposed offer.
3. The disclosure statement shall be filed on Schedule 14D-1, as such schedule is described in the United States Securities Exchange Act of 1934, and shall contain all amendments thereto.

   If there is any material change in any of the information set forth in any disclosure statement or exhibit filed under this section, the person who filed such disclosure statement shall:

   1. Promptly file an amendment of the disclosure statement or exhibit with the Secretary of State; and
   2. Not later than the date of filing of such amendment, hand deliver a copy of the amendment to the subject company at its principal office.
4. If the bidder or the subject company is a public utility corporation subject to regulation by the Public Service Commission of the State of Mississippi, the Secretary of State shall forthwith, upon receipt of the filing required under subsection (2) of this section, furnish a copy of such filing to the regulatory body having jurisdiction over the bidder or subject company.
5. If the bidder or subject company is a domestic insurance company subject to regulation by the Commissioner of Insurance of the State of Mississippi, the said commissioner shall, for all purposes of this section, be substituted for the Secretary of State. This section shall not be construed to limit or modify in any way any responsibility, authority, power or jurisdiction of the Secretary of State or the Commissioner of Insurance pursuant to any other section of the Mississippi Code of 1972.

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