(b) Furnish a brief description of such securities, in respect of the matters concerning which information would be required to be furnished under the caption "Description of Securities" in the appropriate form for registration of such securities on a national securities exchange.

(c) Describe briefly the transaction in which the securities are to be issued, sold, or exchanged, including a statement as to (1) the nature and approximate amount of consideration received or to be received by the issuer, and (2) the approximate amount devoted to each purpose, so far as determinable, for which the net proceeds have been or are to be used.

(d) If the transaction is to involve the granting by the issuer of options to purchase any of the securities, furnish the following additional information as to each such option:

(1) The amount of securities called for by the option;

(2) The price, expiration date, and other material terms and conditions on which the option may be exercised; and

(3) The consideration received or to be received for the option. (e) Furnish financial statements such as would presently be required in an original application for registration of securities of the issuer under the Act, except that all schedules other than the schedules of supplementary profit and loss information and the surplus statements or schedules may be omitted. However, any or all of such financial statements which are not material for the exercise of prudent judgment as to the proposal may be omitted, if there are set forth the considerations relied upon to justify such omission. In either case, a statement shall be made that financial statements (or further financial statements) of the issuer are on file at the office of the Commission and at the office of the..

Exchange (naming each exchange).

Item 10. If action is to be taken with respect to any plan involving the modification of any class of securities of the issuer, or the issuance of securities of the issuer in exchange for outstanding securities of the issuer

(a) State the title of issue and amount of the outstanding securities which are to be modified or exchanged.

(b) In cases of exchange, describe briefly the basis of exchange, including the title of issue and aggregate amount of each class of new securities to be issued in exchange.

(c) Describe briefly any material differences between the outstanding securities and the modified or new securities, in respect of any of the matters concerning which information would be required to be furnished under the caption "Description of Securities" in the

appropriate form for registration of such securities on a national securities exchange.

(d) Furnish a brief statement as to dividends in arrears or defaults in principal or interest in respect of the outstanding securities which are to be modified or exchanged, and as to the effect of the plan thereon.

(e) Summarize briefly any other material features of the plan, or, if the plan is set forth in a written document, furnish a copy thereof. (f) Furnish financial statements such as would presently be required in an original application for registration of securities of the issuer under the Act, except that all schedules other than the schedules of supplementary profit and loss information and the surplus statements or schedules may be omitted. However, any or all of such financial statements which are not material for the exercise of prudent judgment as to the plan may be omitted, if there are set forth the considerations relied upon to justify such omission. In either case, a statement shall be made that financial statements (or further financial statements) of the issuer are on file at the office of the Commission and at the office of the Exchange

(naming each exchange).

Item 11. If action is to be taken with respect to any plan of merger or consolidation, or any plan involving (i) the liquidation or dissolution of the issuer, or (ii) the acquisition by any class of security holders of the issuer of securities of another issuer, or (iii) the transfer of all or a substantial part of the assets of the issuer in exchange for securities of another issuer, or (iv) the acquisition, by the issuer, of any other business, including the acquisition of control of another person or the acquisition of securities having a book value on the books of the issuer thereof of more than one-half of the net worth of such issuer (or in the case of evidences of indebtedness, of more than one-half of the sum of the net worth of such issuer and its outstanding funded debt)-—

(a) Summarize briefly the material features of the plan, or, if the plan is set forth in a written document, furnish a copy thereof.

(b) Furnish financial statements such as would presently be required in an original application for registration of securities of the issuer under the Act, except that all schedules other than the schedules of supplementary profit and loss information and the surplus statements or schedules may be omitted. However, any or all of such financial statements which are not material for the exercise of prudent judgment as to the plan may be omitted, if there are set forth the considerations relied upon to justify such omission. In either case, a statement shall be made that financial statements (or further financial statements) of the issuer are on file at the office of

the Commission and at the office of the (naming each exchange).

Exchange

(c) Furnish the following information as to each person which is to be merged into the issuer, or into or with which the issuer is to be merged or consolidated, or the business of which is to be acquired, or which is the issuer of securities to be acquired by the issuer in exchange for all or a substantial part of its assets or to be acquired by security holders of the issuer:

(1) Describe briefly the business of such person.

(2) Furnish financial statements such as would presently be required in an original application for registration of securities of such person under the Act, except that (A) such statements need not be certified, and (B) all schedules other than the schedules of supplementary profit and loss information and the surplus statements or schedules may be omitted. However, any or all of such financial statements which are not material for the exercise of prudent judgment as to the plan may be omitted, if there are set forth the considerations relied upon to justify such omission. In either case, if any financial statements of the person are on file with the Commission or with any national securities exchange, a statement to that effect shall be included. (This paragraph (2) shall not be applicable in the case of (i) a person which is already a totally held subsidiary of the issuer and is included in the consolidated statements of the issuer and its subsidiaries, or (ii) a person which is to succeed to the issuer or to the issuer and one or more of its totally held subsidiaries without any substantial change in capital structure, under such circumstances that form 8-B would be appropriate for registration of securities of such person issued in exchange for listed securities of the issuer.)

(3) Furnish a brief statement as to dividends in arrears or defaults in principal or interest in respect of any securities of such person, and as to the effect of the plan thereon.

(4) As to each class of securities of such person which is admitted to dealing on a national securities exchange and which will be involved in or materially affected by the plan, state the high and low sale prices (or in the absence of trading in a particular period, the range of the bid and asked prices) for each quarterly period within 2 years.

(d) As to each class of securities of the issuer which is admitted to dealing on a national securities exchange and which will be involved in or materially affected by the plan, furnish information similar to that required by paragraph (c) (4) above, unless the plan involves merely the liquidation or dissolution of the issuer.

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Item 12. If action is to be taken with respect to the acquisition or t disposition of any property

(a) Describe briefly the general character and location of the property.

(b) State the nature and amount of consideration paid or to be paid, or received or to be received, by the issuer; to the extent practicable, summarize briefly the facts bearing upon the question of the fairness of the consideration.

(c) State the name and address of the transferor or transferee, as the case may be, and the relationship of such person to the issuer and to any affiliate of the issuer.

(d) Summarize briefly any other material features of the contract or transaction.

Item 13. If action is to be taken with respect to the restatement of any asset, capital, or surplus account of the issuer

(a) State the nature of the restatement and the date as of which it is to be effective.

(6) Summarize briefly the reasons for the restatement and for the selection of the particular effective date.

(c) State the name and amount of each account (including any reserve accounts) affected by the restatement and the effect of the restatement thereon.

(d) To the extent reasonably practicable, state whether and the extent, if any, to which, by creation of additional surplus or elimination of charges against income, the restatement will as of the date thereof or in the future make available for distribution to the holders of equity securities of any class funds from the treasury of the issuer which could not otherwise be used for such purpose.

Item 14. If action is to be taken with respect to any report of the issuer or of its directors, officers, or committees, or any minutes of meetings of its directors or stockholders

(a) State whether or not such action is to constitute approval or disapproval of any of the matters referred to in such reports or minutes.

(b) Identify each of such matters which it is intended will be approved or disapproved, and furnish the information required by the appropriate item or items of this schedule with respect to each such matter.

Item 15. If action is to be taken with respect to any matter not specifically referred to above

(a) Describe briefly the substance of each such matter in substantially the same degree of detail as is required under items 6 to 13.

E. Matters To Be Presented to Any Meeting of Security Holders at Which Action Pursuant to the Proxy Is To Be Taken but Which Are Not To Be Acted Upon Pursuant to the Proxy Item 16. If the persons making the solicitation are informed that any other person intends to present any matter for action at any meeting of security holders at which action pursuant to the proxy is to be taken, and if the persons making the solicitation intend that such matter shall not be acted upon pursuant to the proxy, make a statement to that effect, identifying the matter and indicating the disposition proposed to be made thereof at the meeting in the event the disposition thereof is within the control of the persons making the solicitation.

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