SEC
RULE 14e-3
17
C.F.R. § 240.14e-3 (1990)
(a) If
any person has taken a substantial step or steps to commence, or has commenced,
a tender offer (the "offering person"), it shall constitute a
fraudulent, deceptive or manipulative act or practice within the meaning of
section 14(e) of the Act for any other person who is in possession of material
information relating to such tender offer which information he knows or has
reason to know is nonpublic and which he knows or has reason to know has been
acquired directly or indirectly from:
(1) The
offering person,
(2) The
issuer of the securities sought or to be sought by such tender offer, or
(3) Any
officer, director, partner or employee or any other person acting on behalf of
the offering person or such issuer, to purchase or sell or cause to be
purchased or sold any of such securities or any securities convertible into or
exchangeable for any such securities or any option or right to obtain or to
dispose of any of the foregoing securities, unless within a reasonable time
prior to any purchase or sale such information and its source are publicly
disclosed by press release or otherwise.
(b) A
person other than a natural person shall not violate paragraph (a) of this
section if such person shows that:
(1) The
individual(s) making the investment decision on behalf of such person to
purchase or sell any security described in paragraph (a) of this section or to
cause any such security to be purchased or sold by or on behalf of others did
not know the material, nonpublic information; and
(2)
Such person had implemented one or a combination of policies and procedures,
reasonable under the circumstances, taking into consideration the nature of the
person's business, to ensure that individual(s) making investment decision(s)
would not violate paragraph (a) of this section, which policies and procedures
may include, but are not limited to, (i) those which restrict any purchase,
sale and causing any purchase and sale of any such security or (ii) those which
prevent such individual(s) from knowing such information.
(c)
Notwithstanding anything in paragraph (a) of this section to contrary, the
following transactions shall not be violations of paragraph (a) of this
section:
(1)
Purchase(s) of any security described in paragraph (a) of this section by a
broker or by another agent on behalf of an offering person; or
(2)
Sale(s) by any person of any security described in paragraph (a) of this
section to the offering person.
(d)(1)
As a means reasonably designed to prevent fraudulent, deceptive or manipulative
acts or practices within the meaning of section 14(e) of the Act, it shall be
unlawful for any person described in paragraph (d)(2) of this section to
communicate material, nonpublic information relating to a tender offer to any
other person under circumstances in which it is reasonably foreseeable that
such communication is likely to result in a violation of this section except
that this paragraph shall not apply to a communication made in good faith,
(i) To
the officers, directors, partners or employees of the offering person, to its
advisors or to other persons, involved in the planning, financing, preparation
or execution of such tender offer;
(ii) To
the issuer whose securities are sought or to be sought by such tender offer, to
its officers, directors, partners, employees or advisors or to other persons,
involved in the planning, financing, preparation or execution of the activities
of the issuer with respect to such tender offer; or
(iii)
To any person pursuant to a requirement of any statute or rule or regulation
promulgated thereunder.
(2) The
persons referred to in paragraph (d)(1) of this section are:
(i) The
offering person or its officers, directors, partners, employees or advisors;
(ii)
The issuer of the securities sought or to be sought by such tender offer or its
officers, directors, partners, employees or advisors;
(iii)
Anyone acting on behalf of the persons in paragraph (d)(2)(i) of this section
or the issuer or persons in paragraph (d)(2)(ii) of this section; and
(iv)
Any person in possession of material information relating to a tender offer
which information he knows or has reason to know is nonpublic and which he
knows or has reason to know has been acquired directly or indirectly from any
of the above.