A bill to amend the Securities Exchange Act of 1934 with respect to tender offers.

Amends the Securities Exchange Act of 1934 to make it unlawful, after March 20, 1984, for any person to make a tender offer for, or a request or invitation for tenders of, any class of registered equity security (or any equity security of an insurance company which would have had to be so registered except for a certain exemption), or any equity security issued by a registered close-end investment company, if such person would be the beneficial owner of more than 20 percent of such class. Permits an exemption to such prohibition if: (1) such person is the issuer of the security; or (2) the offer is a cash offer for all outstanding shares of the class.

Deems a class, for the purpose of determining such percentage, to consist of the amount of the outstanding securities of such class, exclusive of any securities of such class held by or for the account of the issuer or one of its subsidiaries.

Directs the Securities and Exchange Commission, upon the application of an interested person, to exempt from this prohibition any class of securities of any issuer when not inconsistent with the public interest or the protection of investors.