As used in this act: 1. "Acquiring party" means a person and all affiliates thereof by whom or on whose behalf a merger or other acquisition of control referred to in Section 191.2 of this title is to be effected; 2. "Affiliate" means a person who directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the person specified, including any corporation created at the direction of the person specified for purposes of corporate reorganization; 3. "Commission" means the Oklahoma Corporation Commission; 4. "Control" (including the terms "controlling", "controlled by", and "under common control with") means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract, or otherwise, unless such power is the result of an official position with, or corporate office held in, such person. Control shall be presumed to exist if any person, directly or indirectly, owns, controls, holds with the power to vote, or holds proxies representing ten percent (10%) or more of the aggregate number of the voting securities of any other person. This presumption may be rebutted by a showing that control does not exist in fact. The Commission may determine, after furnishing all persons in interest notice and opportunity to be heard and making specific findings of fact to support such determination, that control exists in fact, notwithstanding the absence of a presumption to that effect; 5. "Domestic public utility" means a person doing business in the state, any substantial portion of the revenues of which, either directly or indirectly, are derived from the business of providing utility service in this state, except that such term does not include agencies, authorities or instrumentalities of the United States or a state or political subdivision of a state; 6. “Foreign public utility” means a person that is not a domestic public utility that is engaged in the production, transmission, delivery, or furnishing of heat, light, power, or natural gas to the public in another state of the United States or in the District of Columbia, and whose rates for the furnishing of heat, light, power, or natural gas to the public in another state or the District of Columbia are subject to the approval of an agency of such other state or the District of Columbia; 7. “Holding company” means any of the following: a. any person which, in any chain or successive ownership, directly or indirectly, as a beneficial owner, owns, controls or holds ten percent (10%) or more of the outstanding voting securities of a domestic public utility, with the unconditional power to vote such securities, or b. any person which the Commission determines, after investigation and hearing, directly or indirectly, exercises, alone or under any arrangement or understanding with one or more persons, such a controlling interest over the management or policies of a domestic public utility as to make it necessary or appropriate in the public interest or for the protection of the consumers or investors of the utility that such person be subject to this act; 8. "Issuer" means any person who issues or proposes to issue any security; 9. “Nonutility company” means a person that is not a holding company, a domestic public utility, or a foreign public utility; 10. "Person" means an individual, a corporation, a partnership, an association, a limited liability company, a joint stock company, a trust, an unincorporated organization, any similar entity or any combination of the foregoing acting in concert, but shall not include any securities broker performing no more than the usual and customary broker's function; 11. "Tender offer" means the acquisition of, or offer to acquire, pursuant to a tender offer or request or invitation for tenders, any voting security of a domestic public utility or holding company, if after acquisition thereof the acquiring party would, directly or indirectly, be a record or beneficial owner of more than ten percent (10%) of the aggregate number of the issued and outstanding voting securities of such domestic public utility or holding company. "Tender offer" does not mean: a. bids made by a dealer for his own account in the ordinary course of his business of buying and selling such security, or b. any other offer to acquire a voting security, or the acquisition of such voting security pursuant to such offer, for the sole account of the acquiring party, from not more than fifty persons, in good faith and not for the purpose of avoiding this act; 12. “Total utility assets of an acquiring party” means the sum of: a. the total assets of each domestic public utility that is an affiliate of the acquiring party, b. the total assets of each foreign public utility that is an affiliate of the acquiring party, and c. the portion, if any, of the total assets of the acquiring party, without regard to its affiliates or subsidiaries and without regard to its investments in its affiliates or subsidiaries, owned directly by the acquiring party and used in the business of being a domestic public utility or a foreign public utility; 13. “Total nonutility assets of the acquiring party” means the sum of: a. the total assets of each nonutility company that is an affiliate of the acquiring party, and b. the portion, if any, of the total assets of the acquiring party, without regard to its affiliates or subsidiaries and without regard to its investments in its affiliates or subsidiaries, owned directly by the acquiring party and not used in the business of being a domestic public utility or a foreign public utility; 14. "Utility service" means the transmission or distribution of combustible hydrocarbon natural or synthetic natural gas by a person subject to Section 152 of this title for sale to the public or the production, transmission, delivery or furnishing of electric current by a person subject to Section 181 et seq. of this title for sale to the public for light, heat or power; and 15. "Voting security" means any stock or indenture of any class presently entitling the owner or holder thereof to vote in the direction or management of the affairs of a company, or any stock or indenture of any class issued under or pursuant to any trust, agreement or arrangement whereby a trustee or trustees or agent or agents for the owner or holder of such stock or indenture are presently entitled to vote in the direction or management of the company. Added by Laws 1983, c. 292, § 1, eff. Nov. 1, 1983. Amended by Laws 1987, c. 36, § 1, emerg. eff. April 22, 1987; Laws 2004, c. 196, § 1, emerg. eff. May 4, 2004.
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