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House Journal: Page 1682: Tuesday, April 29, 1997

12   outstanding voting stock of the corporation, or is an
13   affiliate or associate of the corporation and was the
14   owner of fifteen ten percent or more of the
15   outstanding voting stock of the corporation at any
16   time within the three-year period immediately prior to
17   the date on which it is sought to be determined
18   whether such person is an interested shareholder, and
19   the affiliates and associates of such person.
20   "Interested shareholder" does not include either of
21   the following:
22     (1)  A person who owns shares in excess of the
23   fifteen percent limitation and who acquired such
24   shares as follows:
25     (a)  Pursuant to a tender offer commenced prior to
26   January 1, 1998, or pursuant to an exchange offer
27   announced prior to January 1, 1998, and commenced
28   within ninety days after such date, if such person
29   satisfies either of the following:
30     (i)  Continues to own shares in excess of the
31   fifteen percent limitation or would continue to own
32   such shares but for action taken by the corporation.
33     (ii)  Is an affiliate or associate of the
34   corporation and continues, or would continue but for
35   action taken by the corporation, to be the owner of
36   fifteen percent or more of the outstanding voting
37   stock of the corporation at any time within the three-
38   year period immediately prior to the date on which it
39   is sought to be determined whether such person is an
40   interested shareholder.
41     (b)  From a person subject to subparagraph
42   subdivision (a) by gift, devise, or in a transaction
43   in which no consideration for the shares was
44   exchanged.
45     (2)  A a person whose ownership of shares in
excess
46   of the fifteen ten percent limitation is the result
of
47   action taken solely by the corporation, provided that
48   such person is an interested shareholder if, after
49   such action by the corporation, the person acquires
50   additional shares of voting stock of the corporation,

Page 2  

 1   other than as a result of further corporate action not
 2   caused, directly or indirectly, by such person.
 3     For purposes of determining whether a person is an
 4   interested shareholder, the outstanding voting stock
 5   of the corporation does not include any other unissued
 6   stock of the corporation which may be issuable
 7   pursuant to any agreement, arrangement, or
 8   understanding, or upon exercise of conversion rights,
 9   warrants, or options, or otherwise.
10     Sec. ___.  Section 490A.102, subsections 13, 16,
11   and 18, Code 1997, are amended to read as follows:

Iowa General Assembly

Index: House Journal (77th General Assembly: Session 1)

© 1997 Cornell College and League of Women Voters of Iowa

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Last update: Tue May 6 09:40:03 CDT 1997
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