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Summary
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 Requires
filing of a disclosure statement when more than 5% of
a class of equity securities is acquired
- Applies to Exchange
Act-registered equity securities
- Acquired by any person
or group acting in concert
- Must be filed within
ten days of going over 5%
Intended
to warn market of a change of control
- Statement must be
sent to the issuer, each exchange where the security
is traded, and the SEC
Disclosure
statement filed is either:
Schedule
13G requires disclosure of:
- Identity of owners
- Number of shares
owned, or subject to acquisition
 Schedule
13D also requires disclosure of:
- Source and amount
of funds
- Purpose of the
acquisition
- Intent to acquire
control
- Plans to liquidate
the issuer, sell its assets, merge the issuer,
or make major changes to its business
- Any contracts,
arrangements, or understandings about the issuers
securities
Disclosure
statement must be promptly amended to reflect any material
changes
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Statutes / Rules / Forms
SEC Rules Regulation 13D
Issues
Schedule 13D
SEC_CODE_REF_0090001192884
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Instructions
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Item
1 Security and Issuer
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Item
2 Identity and Background
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Item
3 Source and Amount of Funds
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Item
4 Purpose of Transaction
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Item
5 Interest in Securities of the Issuer
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Item
6 Contracts, Arrangements, Understandings ...
- or Relationships
with Respect to Securities of the Issuer
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Schedule 13D
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Item
7 Exhibits
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Creeping Tender Offers
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Midway
Games - Sumner Redstone
- Schedule 13D amended
over 80 times
- As Sumner Redstone
increased his holdings to 88%
through open market purchases over seven years
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Precedent Filings
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Activist
shareholders
 Six
Flags, Inc
-
Red Zone LLC (Daniel Snyder)
- Market accumulations
to "influence management" and "maximize
shareholder value"
Circuit
City Stores, Inc
Underwriting
context
Negotiated
investment
Open
market purchases
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Form 13F Reporting
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Reports
by institutional investment managers
SEC
FAQs
SEC
list of
Section 13(f) securities
Requests
for confidential treatment
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SEC Order 2003
Denying Berkshire Hathaway request for confidential
treatment
- SEC
2004
Revokes right of D E Shaw & Co
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Notable Cases
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SEC
v First City Financial Corp Ltd
890 F 2d 1215 (D C Cir 1989)
- Informal put-call
agreement with an investment bank put First City's
beneficial ownership of target company over 5%
- Failure to disclose
deliberately violated Section 13(d)
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Related Topics
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