Tender Offer Reform Act of 1984

(Reported to House from the Committee on Energy and Commerce with amendment, H. Rept. 98-1028)

Title I: Equity in Foreign and Domestic Credit - Equity in Foreign and Domestic Credit Act - Amends the Securities Exchange Act of 1934 to prohibit certain credit transactions for the acquisition of securities of United States corporations by either United States or non-United States persons where such a transaction is financed by either United States or non-United States lenders if such a transaction is or would be prohibited if it had been made or the transaction had otherwise occurred in a lender's office or other place of business in a State.

Permits the Board of Governors of the Federal Reserve System to exempt any class of persons from the application of such regulation.

Sets forth the private right of action for violations of such margin requirements.

Applies the provisions of this Act to any purchase or carrying of securities which occurs on or after March 27, 1984, if the loan or extension of credit involved originated, or if the loan proceeds used were disbursed, on or after such date.

Title II: Tender Offer Reform - Tender Offer Reform Act of 1984 - Amends the Securities Exchange Act of 1934 to change the deadline for submission of statements by a person acquiring more than a certain amount of specified classes of securities from within ten days of acquisition to within 24 hours. Prohibits such person from acquiring additional securities of the same class for at least two business days after the acquisition or a shorter period as prescribed by the Securities and Exchange Commission.

Requires a person who is acquiring more than a certain amount of another company's securities to include with the information required to be disclosed any information about the purchaser's intentions to make any major change which would affect its management, labor organization, or employees.

Permits the Commission, in the public interest or for the protection of investors, to reduce the two day prohibition on further beneficial acquisitions after a person acquires more than a certain amount of specified classes of securities.

Prohibits banks, associations, and other entities exercising fiduciary powers from giving or withholding proxies with respect to registered securities carried for the account of a customer.

Requires any person making a tender offer or request or invitation for tenders to hold such offer, request, or invitation open for a period of at least 40 days from the date on which it is first made to security holders. Provides that such requirement shall not apply to an offer, invitation, or request if it is not made in anticipation of or in response to another person's offer, request, or invitation for securities of the same class.

Makes it unlawful, when certain conditions exist during a tender offer for any class of securities, for an issuer to: (1) enter into or amend agreements that increase the current or future compensation of any officer or director; (2) acquire any of its securities, except for routine acquisitions of securities through ongoing programs; (3) grant voting power or issue any combination of securities which would in the aggregate constitute more than five percent of the issued and outstanding securities of a class or have more than five percent of the aggregate voting power of the issuer after such grant (unless approved by an affirmative vote of a majority of the aggregate voting securities of the issuer); or (4) purchase any of its securities at a price above the market from any person who holds more than three percent of the class of the securities to be purchased and has held such securities for less than two years (unless approved by an affirmative vote of a majority of the aggregate voting securities of the issuer, or the issuer makes an offer to acquire, of at least equal value, to all holders of securities of such class and to all holders of any class into which such securities may be converted).

Provides that when two or more persons act as a partnership, limited partnership, syndicate, or other group for the purpose of voting such group shall be deemed a person.

Declares that none of the amendments made by this title shall be construed to limit or condition the authority of the Commission, in the public interest or for the protection of investors, to supplement the proration, withdrawal, and minimum offering periods applicable to a tender offer or request or invitation for tenders.