Title 13 Part 12

This Part shall be known as the “Security Takeover Disclosure Rules.”

As used in article 16 of the Business Corporation Law, the following terms shall have the following meanings:

The financial statements of the offeror shall include audited balance sheets and related statements of income and changes in financial position for the three most recent annual fiscal periods. The audited balance sheets and related statements of income and changes in financial position shall be based on examinations made by independent public accountants in accordance with generally accepted auditing standards and prepared in accordance with generally accepted accounting principles applied on a basis consistent with previous periods and shall include opinions by said independent public accountants as to the fairness of presentation of the offeror's financial position, results of operations, and changes in financial position reflected in the financial statements. If the most recent audited financial statements are for a period ended more than 90 days prior to the date of filing, interim statements covering the period from the date of the last audited statement to a date within 90 days of the date of filing are required to be filed hereunder. Interim statements, if not audited by independent public accountants, shall be attested to by the offeror as to completeness and fairness of presentation to the best of the offeror's knowledge and belief.

An offeror shall be deemed to be in compliance with section 1602(b) if the offeror makes full and fair disclosure to the offerees of the material information set forth in the registration statement filed pursuant to section 1602(a) as soon as practicable after the commencement of the takeover bid. An offeror shall be deemed to have made such disclosure if, within seven days of the commencement of the takeover bid, copies of a document or documents making full and fair disclosure of the material information set forth in the registration statement filed pursuant to section 1602(a) are mailed to all record owners of the equity securities of the target company who are listed on the stock records of the company, determined as of a date not more than 30 days prior to the commencement of the takeover bid, as having addresses of record in New York State at such New York address and, within five days of the commencement of the takeover bid, a notice is published in The New York Times or the New York edition of the Wall Street Journal and a newspaper of general circulation in Albany, Buffalo, Rochester or Syracuse stating that a takeover bid is being made for the equity securities of the target company and that material information concerning the offer as required by statute is available to New York resident owners of the equity securities upon request at an address specified in the notice and copies of such document or documents are promptly sent to those New York resident owners who so request. Such newspaper notice shall be no less than five inches by seven inches in size.