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Show National Enterprise, March 17, 1976 Page Three Legislative Cocoon Cushions by NormanS. Johnson Mr. Johnson is a senior part- ner in the Salt Lake City law firm, Johnson and Spackman. Utah has now joined eleven other states which protect tar- - get companies from take-ove- r Similar legislation is in three other states, and there are numerous differ- ences among the eleven statutes which may be signifi- cant to companies considering reincorporation in these juris- dictions. The 1976 Budget Session of the Utah Legislature enacted Offer Dis- Utahs Take-Over percent of any class of equity securities of the target com- pany. Exempted are: offers by the target to acquire its own securities, or securities of a subsidiary of which it already holds of the voting stock; offers that result in acquisition of 2 percent or less of a class of securities over a twelve month period; offers to purchase securities of a target not registered under Section 12 of the Securities Exchange Act of 1934; offers recom- mended to the share holders by the targets board of direc- tors; or an offer submitted to the target shareholders after proxy solicitation. The Act requires the filing a registration statement with the Utah Securities Com- mission twenty days prior to a two-thir- ds ... NOW FOR THE FIRST TIME. A DEFINITIVE BOOK THAT ANALYZES EXCITING INVESTMENT OPPORTUNITIES IN THE DYNAMIC, RESOURCE-RICSEVEN STATE REGION OF THE PACIFIC NORTHWEST (INCLUDING ALASKA). H INVESTING IN THE GREAT NORTHWEST" Is a new approach to Investment guidance, bringing together in 320 entertaining and readable pages Information indfspensible to any businessman interested in this region. Discusses over 200 public companies With over 2 billion shares of stock Over $30 billion annual sales Paying over $1 billion annual dividends and interest SHANNON F. MUTT la Editor of cohnital on Nontewte InyUng arecognM npwt on eocporate "Amoumiulboolt Ainu wfcmgWoifHilinpoitHiiMHtM nd val- uation. Ite hokta a doctorate ki bon Indiana IMvaralty, la a Chartered Financial Analyal and a Cartifted Financial Mannar, and araa director af Iha bntoalinanl Analyaia Canter al PaMand State U. Securities $9.95 Hard Cover $8.95 Soft Cover er statement. The registration becomes effective twenty days after filing unless the Commission directs otherwise. The Commission may f a quire public hearing on the offer if called within fen days, held within twenty days, and decided within thirty days of the filing. Appeal may then be taken directly to the Utah Supreme Court. All take-ove- r offers must be made to all Utah shareholders, and on substantially the same terms as those offered to shareholders in other states. Shares deposited may be withdrawn within ten days of the first invitation to deposit, and any time after sixty days, pass if not accepted. If more shares are tendered than are to be accepted, the offeror must accept a pro rata re-o- STORES I IN hard cover $9.95 plua 50 1 mailing aach. In soft oovor $6.95 plus 50 mailing aach. Nams Addrass I In nr narvmw mm Bramrigi nnvi tar a wanker of yeare Ha la a member al Vie Denrer Society of Security Analyaia and hae had 10 yoara experience In Vw Inveetmenl .- I I City IF share of those tendered by each tendering stockholder. The Act also prescribes criminal and civil liability for any person violating its provisions, and gives the securities commission power to investigate, hold hearings and issue stop orders. Since the Act became effective on February 5, 1976, not enough time has elapsed for any reliable determination as to the effect it will have on corporate affairs in Utah. It does seem unfortunate that the Act was passed in an accelerated budget session of the Legislature where the legal and business communities were effectively denied any meaningful opportunity to consider, evaluate and provide input as to the provisions and impact of the act. In a budget session, no hearings are held on matters as a rule. It does appear that some serious questions exist. For instance, there seems to be clear potential for abuse built into the exemption for non-budgeta- ry managem- take- ent-recommended I NOT SATISFIED. RETURN BOOK WITHIN 30 DAYS FOR A REFUND. i i i i i i i i i Only time and scrutiny will tell whether this act meets its ment the power to negotiate purported objectives. It has at away control of the company, least made corporate acquisior to effectively veto a propos- tion a substantially more ed take-ovby triggering expensive proposition. er from a loss .in fiscal 1975, Antares Oil Corp (OTC .15, .18) of Denver reported a turnaround with income from oil and gas climbing dramatically in the first fiscal quarter of 1976. Hal C. Porter, chairman and chief executive officer of the firm, told shareholders at the company's annual meeting that gains in the first fiscal quarter of 1976, ended Dec. 31, more than make up for the loss during all of the previous fiscal year. During the 1975 fiscal year, ended Sept 30, the company reported a net loss of $17,448, 1 cent a share, on revenues of $193,379, compared with a net loss of $2,165, equivalent to less than a penny a share, on revenues of $137,052 during the previous fiscal . year. The companys net profit in the first 1976 fiscal quarter was $19,231, compared with a net loss of $10,212 during the same quarter in fiscal 1975. i i I With over 1600 stock quotations, news articles, earnings reports, corporate profiles, market columns and feature stories, the National Enterprise covers the OTC securities market from coast to coast. behind closed doors of We make it our business to know what's going on in the industry--froWe'll laws and keep you posted on the regulations. corporate board rooms to changing securities m latest developments and abreast of current trends. The National Enterprise gives your investments the kind of coverage they deserve. Please send me a one-ye- ar subscription to the National Enterprise. Enclosed is $18.00. NAME. ADDRESS. CITY. STATE. bid. gives entrenched manage- you Covered i take-ove- r overs in that such exemption ri i i i i i i i i i registration provisions of the law. Further, the State Securities Commission is empowered under the Act to stop order any takeover offer if the order is in the public interest and the offer has worked or tended to work a fraud upon offerees or would so operate. While that type of provision may sound meritorious on first reading, such language could effectively convert what was probably intended as disclosure legislation into a law allowing the state administrator to substitute his view's as to the merits of a particular offer in place of the judgement of the free market place, as he does with respect to a similar clause in the state securities act. It seems likely that this provision was simply carried over from the state securities act without any sort of meaningful discussion or debate. It seems equally likely that an administrator typically would not wish to become involved in a merit review process in the context of a First Quarter Gains at Antares Overcome Entire Fiscal Loss ORDER TODAY THE GREAT NORTHWEST: known aacurity analyal and financial after and urea Director of Raaaarcti Exchange DENVER-Rebound- ing Willamvtts Managomont Associates, Inc. 220 8. W. Aid or Strsst Portland, OR 97204 Pteasa sand mo coplss of INVESTING a nHontely and Commission pursuant to the Federal Take-OvDisclosure Act may be filed with the State in lieu of the state registration tec OR ORDER FROM: In Low rack Oreieth Companteo- s. auar, The OREGONIAN. Tha audmre aaa man, reaaona why Iha North te ahoidd canUnua to ba a aound and growing region ter hwaliiieimunda. Thare'a no reaenn ' Can Coughlin, taadto. AVAILABLE AT MOST BOOK LAWRENCE R. ROSE to takeover offer. The statement required includes information on the offeror, the source of funds for the offer, and any plans or agreements the offeror has for materially changing the form or opera-bidtion of the target. A registra-pendin- g tion statement filed with the Bids Take-Ov- er ZIP- - Mail to: THE NATIONAL ENTERPRISE P.O. BOX 11778 SALT LAKE CITY, UTAH 84147 Revenues from oil and gas during $11,974. December totaled And, according to Porter, the oil and gas reve-o- r nues in January were around $15,000. The big change for the company was the successful completion of the North Albion well in Nebraska. The discovery well, in which the Denver-base- d firm holds a 25 percent interest came in with a production of 150 barrels of oil a day. Porter told the shareholders that the well still is producing at the rate of 150 barrels of oil a day, and even with oil prices somewhat lower because of the rollback in price authorized by Congress, the well should provide some $10,000 a month for the partnership in which Antares belongs. That well will provide the firm with working capital, but the major plans for Antares during 1976 are cashing in on the discovery wells in which the firm was a part by drilling development wells. At the end of the past fiscal year, Porter said, Antares had an interest in the drilling of 13 wells. He said that 10 of the wells were producers and only three of them were dry holes. Financing Financing also will be changed for the company during the coming year, he said. Previously, the company has financed its oil and gas drilling ventures mostly by participating in wells with other oil and gas companies. In m ost cases, the wells would be drilled on land held by Antares with the continued on page 11 |