C. Persons Making Solicitation

Item 4. If the solicitation is made by or on behalf of the issuer or its management, directly or indirectly

(a) Make a statement to that effect.

(b) Describe briefly any substantial interest, direct or indirect, of any director or officer of the issuer, or any associate of any director or officer, in any matter to be acted upon pursuant to the proxy. In case the interest is one in property acquired or to be acquired by the issuer, state the cost of the property to the issuer and the cost to the vendor if the property was acquired by the vendor within 2 years prior to the acquisition by the issuer. (No statement need be made under this paragraph as to any interest of a director, officer, or associate arising solely by reason of his being a director or officer of the issuer or, unless the matter to be acted upon involves the issuance of any securities or the modification or exchange of any class of securities, by reason of his being a security holder of the issuer.)

(c) In case any director of the issuer shall have notified the issuer or its management in writing, at least 2 business days prior to the date of filing the proxy statement, that he opposes any action intended to be taken pursuant to the proxy and intends to solicit proxies from any holders of securities of the issuer, give the name of the director and state that such notification has been received.

Item 5. If the solicitation is made otherwise than by or on behalf of the issuer or its management, directly or indirectly—

(a) State the names of the persons directly or indirectly making the solicitation, except persons making the solicitation as agents or employees.

(b) State, as of the most recent date practicable, the approximate aggregate amount of each class of securities of the issuer owned of record or beneficially by all persons named in (a) and their associates. If any of the persons named in (a) are not the beneficial owners of any securities of the issuer, a statement to that effect as to such persons shall be made.

(c) Furnish information as to the persons named in (a) and their associates, similar to that required by item 4 (b).

D. Matters To Be Acted Upon Pursuant to the Proxy

Item 6. (a) If action is to be taken with respect to the election of directors or other officials (other than inspectors of election and similar officials)

(1) Name the offices to be filled by election.

(2) Furnish the following information as to each person (hereinafter called "nominee") for whom it is intended that a vote will be cast for election to any such office pursuant to the proxy:

(A) If the nominee received, in all his capacities, one of the three highest aggregate amounts of remuneration paid by the issuer and any subsidiaries of the issuer (directly, or indirectly through any affiliate of the issuer or otherwise) to any director, officer, or employee of the issuer during the last fiscal year of the issuer, state the amount of such remuneration. The information should be given on an accrual basis if practicable. Insofar as such information relates to securities, options to purchase securities, or other property given for services, or to options to purchase securities, given for services, which were exercised or sold by the grantee during the last fiscal year of the issuer, or to remuneration paid to partnerships in which the nominee participated as a member of the partnership, it shall be stated separately.

(B) State, as of the most recent practicable date, the approximate amount of each class of securities of the issuer of which the nominee is directly or indirectly the beneficial owner. If the nominee is not the beneficial owner of any securities of the issuer, make a statement to that effect.

(C) Describe briefly any substantial interest, direct or indirect, of the nominee, and any associates of the nominee, in any property acquired within 2 years or proposed to be acquired by the issuer or any of its subsidiaries, other than property acquired in the ordinary course of business or on the basis of bona fide competitive bidding. State the cost of the property to the issuer or subsidiary and the cost to the vendor if the property was acquired by the vendor within 2 years prior to the acquisition by the issuer or subsidiary.

(D) If, combining securities held of record but not owned beneficially and securities owned beneficially whether or not held of record, more than 10 percent of the outstanding voting securities of the issuer, or more than 10 percent of any class of securities of the issuer not entitled to vote, are held by the nominee and any associates of the nominee, state, as of the most recent practicable date, the approximate aggregate amount of each class of securities of the issuer held by the nominee and such associates and name each associate whose holdings in such class constitute a substantial portion of such aggregate amount. If desired, the character of the interest of the nominee or any associate in the securities of the issuer stated pursuant to this paragraph may be set forth.

(E) If the nominee is a director, officer, partner, or employee of any principal underwriter of securities of the issuer or any subsidiary or

predecessor of the issuer which have been sold within five years by the issuer, such subsidiary or predecessor, or by any affiliate of the issuer, such subsidiary or predecessor, or if the nominee is directly or indirectly the beneficial owner of more than 10 percent of any class of equity securities of any such underwriter, make a statement to that effect, naming the underwriter and stating, as of the most recent practicable date, the approximate amount of each class of securities of the issuer of which such underwriter is directly or indirectly the beneficial owner and the approximate amount of each class of any securities of the issuer which are otherwise held by such underwriter.

(F) If the candidacy of the nominee, for election or reelection to office as the case may be, is the subject of an arrangement or understanding (inclusive of any arrangement or understanding continuing in effect from a time past) directly or indirectly between any of the persons making the solicitation or the nominee and any other person or persons except directors and officers of the issuer acting solely in that capacity, make a statement to that effect, naming each such other person and stating, as of the most recent practicable date, the approximate amount of each class of securities of the issuer of which such person is directly or indirectly the beneficial owner and the approximate amount of each class of any securities of the issuer which are otherwise held by such person: Provided, however, That if such person be a person having a managerial contract with the issuer there shall also be stated, on an accrual basis if practicable, the aggregate amount of remuneration paid by the issuer and any subsidiaries of the issuer (directly, or indirectly through any affiliate of the issuer or otherwise) to such person in all capacities during the last fiscal year of the issuer; Provided further, That if such person be a committee representing security holders of the issuer, there shall be stated that approximate amount of each class of securities of the issuer of which each member of the committee is directly or indirectly the beneficial owner and the approximate amount of each class of such securities represented by the committee.

(3) State the aggregate amount of remuneration paid, during the last fiscal year of the issuer, by the issuer and any subsidiaries of the issuer (directly, or indirectly through any affiliate of the issuer or otherwise) to the directors and officers of the issuer, considered as a group, and to any person having a managerial contract with the issuer, for services in all capacities. The information should be given on an accrual basis if practicable. Insofar as such information relates to securities, options to purchase securities, or other property given for services, or to options to purchase securities, given for services, which were exercised or sold by the grantees during the last

fiscal year of the issuer, or to remuneration paid to partnerships in which directors or officers of the issuer participated as members of the partnership, it shall be stated separately.

(b) If action is to be taken with respect to the election of auditors, or if it is proposed that particular auditors shall be recommended for selection by any committee to select auditors for which votes pursuant to the proxy are to be cast

(1) Name the auditors.

(2) Describe briefly any material relationship of such auditors and any associates of such auditors to the issuer and any affiliates of the issuer.

(3) State, or describe briefly, (A) the name of each nominee for any committee to select auditors for which votes pursuant to the proxy are to be cast, (B) the office, if any, which such nominee holds with the issuer, (C) the approximate amount, as of the most recent practicable date, of each class of securities of the issuer of which such nominee is directly or indirectly the beneficial owner, and (D) any other relationship of such nominee, or any relationship of any associate of such nominee, to the issuer and any affiliates of the issuer which is of a material character. If the nominee is not the beneficial owner of any securities of the issuer, make a statement to that effect.

Item 7. If action is to be taken with respect to any plan providing for remuneration of any director, officer, or employee, or with respect to any other compensation of any director or officer

(a) Furnish the following information as to such remuneration plan:

(1) State the name and position with the issuer of each person eligible to participate in the plan. (As to any of such persons constituting a class, an identification of the class, including the approximate number of its members, will suffice.)

(2) Describe briefly the method provided for determining (A) the persons who shall actually participate in the plan and the amount of each participation, and (B) the funds or securities to be distributed under the plan.

(3) State (A) the name of each person, or each member of any committee, authorized under the plan to make the determinations described in (2) above, (B) the position with the issuer of each such person or member, and (C) the extent to which each such person or member may share in the plan.

(4) Summarize briefly any other material provisions of the plan. (5) Furnish an estimate of the aggregate amount which would have been allocated for distribution under the plan during the last fiscal year of the issuer if such plan had been in effect.

(6) If any person who is specified in (3) above or who will be eligible to participate in the plan also has, with respect to any other remuneration plan of the issuer or of any affiliate of the issuer, powers similar to those described in (3) above, or is a member of a committee having such powers, or is eligible to participate in any such other plan, state briefly the general nature of such other plan and the relationship of such person thereto.

(b) Furnish the following information as to each director or officer who will be eligible to receive under the plan to be acted upon one of the 3 highest amounts to be received by any director or officer under the plan, and as to each director or officer whose compensation is otherwise to be acted upon:

(1) Name and office.

(2) State the aggregate amount of remuneration paid by the issuer and any subsidiaries of the issuer (directly, or indirectly through any affiliate of the issuer or otherwise) to such director or officer in all capacities during the last fiscal year of the issuer. The information should be given on an accrual basis if practicable. Insofar as such information relates to securities, options to purchase securities, or other property given for services, or to options to purchase securities, given for services, which were exercised or sold by the grantee during the last fiscal year of the issuer, or to remuneration paid to partnerships in which such director or officer participated as a member of the partnership, it shall be stated separately.

(3) Describe briefly any substantial interest, direct or indirect, of such director or officer or any of his associates in any property acquired within 2 years or proposed to be acquired by the issuer or any of its subsidiaries, other than property acquired in the ordinary course of business or on the basis of bona fide competitive bidding. State the cost of the property to the issuer or subsidiary and the cost to the vendor if the property was acquired by the vendor within 2 years prior to the acquisition by the issuer or subsidiary.

(4) State to what extent, if any, such director or officer may share in any remuneration plan to be acted upon.

(5) If any other compensation of such director or officer is to be acted upon, state the amount of such proposed compensation.

Item 8. If action is to be taken with respect to any amendment of the charter, bylaws, or other document

(a) State briefly the purpose and general effect of the amendment. Item 9. If action is to be taken with respect to the authorization or issuance of any securities, otherwise than in exchange for outstanding securities of the issuer

(a) State the title of issue and amount of securities to be authorized or issued.