Tender Offer Reform Act of 1985

Tender Offer Reform Act of 1985 - Amends the Securities Exchange Act of 1934 to require any person who acquires specified securities, resulting in ownership of more than five percent of the issuer's securities, to: (1) publicly announce such acquisition on the day it occurs; and (2) send a statement disclosing specified information to the issuer and to each exchange where the security is traded and file such statement with the Securities and Exchange Commission within two (currently ten) days. Includes among the information to be disclosed if the purpose of the acquisition is to acquire control or more than 20 percent of the securities of the issuer: (1) any plans to change management, personnel, employment policies, the location of the issuer's principal executive office or principal business activities, or relationships with suppliers, customers, or the communities in which it operates; (2) anticipated effects of the acquisition on the innovation, productivity, efficiency, and profitability of the acquirer and the issuer; and (3) financial statements indicating anticipated operations of the acquirer and the issuer for the next three years. Prohibits such an acquirer from acquiring any additional securities of the issuer until two days after such statement is filed.

Prohibits any acquirer who discloses in such statement the intention to acquire control or more than 20 percent of the securities of the issuer from acquiring any additional securities of the issuer unless such acquisition has been approved by: (1) a majority of the issuer's disinterested directors if such persons comprise a majority of the issuer's board of directors; and either (2) a majority of the acquirer's disinterested directors; or (3) a majority of the acquirer's shareholders, if the acquirer's disinterested directors do not comprise a majority of the acquirer's board of directors or if the value of the securities to be acquired exceeds 20 percent of the book value of the acquirer. Prohibits any acquirer who does not disclose such intention in such statement from commencing a tender offer for, or acquiring, for two years after such statement is filed, securities that would provide the acquirer in excess of 20 percent of the issuer's voting securities, unless such approval has been obtained.

Declares that any acquirer who fails to comply with disclosure requirements or who makes false or misleading disclosures shall be: (1) liable to any person who purchased, sold, or retained securities in reliance on such disclosures; and (2) subject to a court injunction against further acquisitions and a court order to divest the securities acquired.