PROXMIRE OUTLINES INSIDER TRADING LEGISLATION
  Senate Banking Committee Chairman
  William Proxmire (D-Wis) said he planned to introduce
  legislation shortly to require greater public disclosure of
  corporate takeovers and fairer treatment for all shareholders.
      Speaking to the National Association of Manufacturers,
  Proxmire said recent insider trading stock scandals increased
  the chance that Congress will act to curb abuses.
      "We are proposing legislation that would provide for more
  disclosure, would be fairer to all shareholders, and would
  insure that takeovers are properly financed," he said.
      Among the provisions, the bill would reduce the threshold
  for notifying the Securities and Exchange Commission that a
  investor or group has acquired a percentage of stock in a
  company to three pct from the current five pct threshold within
  10 days, Proxmire said.
      In addition, there would be a pre-notificaton requirement
  that an investor intended to aquire three pct that would have
  to filed with the SEC.
      Proxmire said the pre-notification requirement was meant to
  prevent arbitragers from having a jump on the general public in
  knowing about coming takeover attempts.
      Proxmire said he would call for extending the period that a
  tender offer must be kept open under the Williams Act to 60
  business days from the current 20 business days.
      His bill would provide for private suits if the acquiring
  company violated the time period on the tender offer.
      To correct abuses in the financing of takeovers, Proxmire
  said the legislation would aim at insuring current margin
  requirments are properly enforced.
      The Federal Reserve Board has a 50 pct margin requirement
  for purchasing stock, but Proxmire said it is not generally
  enforced in hostile takeovers.
      Rather, the groups or individuals leading a takeover
  declare that they can raise the capital for a takeover without
  actually putting any of their own money, Proxmire said.
      He said his bill would allow private suits for damages for
  failure to meet the Federal Reserve's 50 pct margin
  requirements.
      The bill also would require more disclose when several
  investors form an alliance in a hostile takeover.
      "When Pickens and Icahn get together we want people to know
  about it," Proxmire said.
      Proxmire said he favored the approach used in Britain
  towards two-tiered tender offers that insures that all
  shareholders recieve equal treatment.
      He said he expected amendments to the bill also would cover
  defensive mechanisms such as green mail and poison pills.
      Proxmire said he intended to introduce his bill later this
  month and predicted the Senate committee would act this spring.
      He said he was hopeful Congress could pass a bill this
  year.
  

