Minnesota Administrative Rules

2715.7730 PERSONS MAKING SOLICITATIONS.

Subpart 1.

Other than election contests.

Items B and C apply to solicitations not subject to part 2715.7390.

A.

If the solicitation is made by the issuer, so state. Give the name of any director of the issuer who has informed the issuer in writing of intent to oppose any action intended to be taken by the issuer and indicate the action which the director intends to oppose.

B.

If the solicitation is made otherwise than by the issuer, so state and give the names of the persons by whom and on whose behalf it is made.

C.

If the solicitation is to be made otherwise than by use of the mails, describe the methods to be employed. If the solicitation is to be made by specially engaged employees or paid solicitors, state the material features of any contract or arrangement for the solicitation and identify the parties and the cost or anticipated cost of it.

D.

State the name of the persons by whom the cost of solicitation has been or will be borne, directly or indirectly.

Subp. 2.

Election contests.

This subpart applies to solicitations subject to part 2715.7390.

A.

State by whom the solicitation is made and describe the methods employed and to be employed to solicit security holders.

B.

If regular employees of the issuer or any other participant in a solicitation have been or are to be employed to solicit security holders, describe the class or classes of employees to be so employed and the manner and nature of their employment for this purpose.

C.

If specially engaged employees, representatives or other persons have been or are to be employed to solicit security holders, state the material features of any contract or arrangement for the solicitation and identify the parties, the cost or anticipated cost of it, and the approximate number of the employees or employees of any other person and the name of the other person who will solicit security holders.

D.

State the total amount estimated to be spent and the total expenditures to date for or in connection with the solicitation of security holders.

E.

State who will bear the cost of the solicitation. If reimbursement will be sought from the issuer, state whether the question of the reimbursement will be submitted to a vote of security holders.

F.

If the solicitation is terminated pursuant to a settlement between the issuer and any other participant in the solicitation, describe the terms of the settlement, including the cost or anticipated cost of it to the issuer.

Statutory Authority:

MS s 60A.22

History:

17 SR 1279

Published Electronically:

September 14, 2007