tracts, arrangements, or understandings have been entered into, and giving the details thereof.

Item 7. Persons Retained, Employed or To Be Compensated

Where the Schedule 13D relates to a tender offer, or request or invitation for tenders, identify all persons and classes of persons employed, retained or to be compensated by the person filing this Schedule 13D, or by any person on his behalf, to make solicitations or recommendations to security holders and describe briefly the terms of such employment, retainer or arrangement for compensation.

Item 8. Material To Be Filed as Exhibits

Copies of all requests or invitations for tenders or advertisements making a tender offer or requesting or inviting tenders, additional material soliciting or requesting such tender offers, solicitations or recommendations to the holders of the security to accept or reject a tender offer or request or invitation for tenders shall be filed as an exhibit.

If the statement is signed on behalf of a person by an authorized representative, evidence of the representative's authority to sign on behalf of such person shall be filed with the statement.

(Schedule 13D adopted, eff. July 30, 1968, Release 34-8370. Items 4 and 5 amended Aug. 30, 1968, 34-8392.) Rule 13e-1. Purchase of Securities by Issuer Thereof

When a person other than the issuer makes a tender offer for, or request or invitation for tenders of, any class of equity securities of an issuer

subject to section 13 (e) of the Act, and such person has filed a statement with the Commission pursuant to Rule 14d-1 and the issuer has received notice thereof, such issuer shall not thereafter, during the period such tender offer, request or invitation continues, purchase any equity securities of which it is the issuer unless it has complied with both of the following conditions:

(a) The issuer has filed with the Commission eight copies of a statement containing the information specified below with respect to the proposed purchases:

(1) The title and amount of securities to be purchased, the names of the persons or classes of persons from whom, and the market in which, the securities are to be purchased, including the name of any exchange on which the purchase is to be made;

(2) The purpose for which the purchase is to be made and whether the securities are to be retired, held in the treasury of the issuer or otherwise disposed of, indicating such disposition; and

(3) The source and amount of funds or other consideration used or to be used in making the purchases, and if any part of the purchase price or proposed purchase price is represented by funds or other consideration borrowed or otherwise obtained for the purpose of acquiring, holding, or trading the securities, a description of the transaction and the names of the parties thereto; and

(b) The issuer has at any time within the past 6 months sent or given to its equity security holders the substance of the information contained in the statement required by paragraph (a).

Provided, however, That any issuer making such purchases which commenced prior to July 30, 1968, shall, if such purchases continue after such date, comply with the provisions of this rule on or before August 12, 1968.

(Adopted July 30, 1968, Release 34-8370, eff. July 30, 1968; amended introductory para. and para. (a) (3), Aug. 30, 1968, Release 34-8392, eff. Aug. 30, 1968; amended para. (a) Mar. 24, eff. Apr. 1, 1969, Release 34-8556.)

Rule 14a-1. Definitions

Unless the context otherwise requires, all terms used in this regulation have the same meanings as in the Act or elsewhere in the General Rules and Regulations thereunder. In addition, the following definitions apply unless the context otherwise requires:

Associate. The term "associate" used to indicate a relationship with any person, means (1) any corporation or organization (other than the issuer or a majority-owned subsidiary of the issuer) of which such person is an officer or partner or is, directly or indirectly, the beneficial owner of 10 percent or more of any class of equity securities, (2) any trust or other estate in which such person has a substantial beneficial interest or as to which such person serves as trustee or in a similar fiduciary capacity, and (3) any relative or spouse of such person, or any relative of such spouse, who has the same home as such person or who is a director or officer of the issuer or any of its parents or subsidiaries.

is

Issuer. The term "issuer" means the issuer of the securities in respect of which a proxy solicited.

Last fiscal year. The term "last fiscal year" of the issuer means the last fiscal year of the issuer ending prior to the date of the meeting for which proxies are to be solicited.

Proxy. The term "proxy" includes every proxy, consent or authorization within the meaning of section 14(a) of the Act. The consent or authorization may take the form of failure to object or to dissent.

Proxy Statement. The term "proxy statement" means the statement required by Rule 14a-3 (a), whether or not contained in a single document.

Solicitation. The terms "solicit" and "solicitation" include

(1) any request for a proxy whether or not accompanied by or included in a form of proxy; (2) any request to execute or not to execute, or to revoke, a proxy; or

(3) the furnishing of a form of proxy or other communication to security holders under circum

stances reasonably calculated to result in the procurement, withholding or revocation of a proxy.

The terms do not apply, however, to the furnishing of a form of proxy to a security holder upon the unsolicited request of such security holder, the performance by the issuer of acts required by Rule 14a-7, or the performance by any person of ministerial acts on behalf of a person soliciting a proxy.

Rule 14a-2. Solicitations to Which Rules Apply

The rules contained in this regulation apply to every solicitation of a proxy with respect to securities registered pursuant to section 12 of the Act, whether or not trading in such securities has been suspended, except the following:

(a) Any solicitation made otherwise than on behalf of the management of the issuer where the total number of persons solicited is not more than 10.

(b) Any solicitation by a person in respect to securities carried in his name or in the name of his nominee (otherwise than as voting trustee) or held in his custody, if such person

(1) receives no commission or remuneration for such solicitation, directly or indirectly, other than reimbursement of reasonable expenses

(2) furnishes promptly to the person solicited a copy of all soliciting material with respect to the same subject matter or meeting received from all persons who shall furnish copies thereof or such purpose and who shall, if requested, defray the reasonable expenses to be incurred in forwarding such material, and

(3) in addition, does no more than impartially instruct the person solicited to forward a proxy to the person, if any, to whom the person solicited desires to give a proxy, or impartially request from the person solicited instructions as to the authority to be conferred by the proxy and state that a proxy will be given if no instructions are received by a certain date.

(c) Any solicitation by a person in respect of securities of which he is the beneficial owner.

(d) Any solicitation involved in the offer or sale of a certificate of deposit or other security registered under the Securities Act of 1933.

(e) Any solicitation with respect to a plan of reorganization under Chapter X of the Bankruptcy Act, as amended, if made after the entry of an order approving such plan pursuant to section 174 of said Act and after, or concurrently with, the transmittal of information concerning such plan as required by section 175 of said Act.

(f) Any solicitation which is subject to Rule 62 under the Public Utility Holding Company Act

of 1935.

(g) Any solicitation through the medium of a newspaper advertisement which informs security holders of a source from which they may obtain copies of a proxy statement, form of proxy and any other soliciting material and does no more than (1) name the issuer, (2) state the reason for the advertisement, and (3) identify the proposal or proposals to be acted upon by security holders. (Amended introductory clause April 8, eff. July 1, 1965, Release 34-7566.)

Rule 14a-3. Information To Be Furnished Security Holders

(a) No solicitation subject to this regulation shall be made unless each person solicited is concurrently furnished or has previously been furnished with a written proxy statement containing the information specified in Schedule 14A.

(b) If the solicitation is made on behalf of the management of the issuer, and relates to an annual meeting of security holders at which directors are to be elected, each proxy statement furnished pursuant to paragraph (a) shall be accompanied or preceded by an annual report to such security holders as follows:

(1) The report shall contain, in comparative columnar form, such financial statements for the last 2 fiscal years, prepared on a consistent basis, as will in the opinion of the management adequately reflect the financial position of the issuer at the end of each such year and the results of its operations for each such year: Provided, however, That investment companies registered under the Investment Company Act of 1940 need include such financial statements only for the last fiscal year. Consolidated financial statements of the issuer and its subsidiaries shall be included in the report if they are necessary to reflect adequately the financial position and results of operations of the issuer

and its subsidiaries, but in such case the individual statements of the issuer may be omitted even though they are required to be included in reports to the Commission. The Commission may, upon the request of the issuer, permit the omission of financial statements for the earlier of such 2 fiscal years upon a showing of good cause therefor.

(2) Any differences, reflected in the financial statements included in the report to security holders, from the principles of consolidation or other accounting principles or practices, or methods of applying accounting principles or practices, applicable to the financial statements of the issuer filed or proposed to be filed with the Commission, which have a material effect on the financial position or results of operations of the issuer, shall be noted and the effect thereof reconciled or explained in such report. Financial statements included in the report may, however, omit such details or employ such condensation as may be deemed suitable by the management: Provided, That such statements, considered as a whole in the light of other information contained in the report shall not by such procedure omit any material information necessary to a fair presentation or to make the financial statements not misleading under the circumstances.

(3) The financial statements for at least the last fiscal year shall be certified by independent public or certified public accountants, unless (i) the corresponding statements included in the issuer's annual report filed or to be filed with the Commission for the same fiscal year are not required to be certified, or (ii) the Commission finds in a particular case that certification would be impracticable or would involve undue effort or

expense.

(4) Subject to the foregoing requirements with respect to financial statements, the annual report to security holders may be in any form deemed suitable by the management.

(5) If the issuer has not previously submitted to its security holders an annual report pursuant to the rules and regulations under section 14 of the Act, the report shall also contain such information as to the business done by the issuer and its subsidiaries during the fiscal year as will, in the opinion of the management, indicate the general nature and scope of the business of the issuer and its subsidiaries.

This paragraph (b) shall not apply, however, to solicitations made on behalf of the management before the financial statements are available if solicitation is being made at the time in opposition to the management and if the management's proxy statement includes an undertaking in bold-face type to furnish such annual report to all persons being solicited, at least 20 days before the date of the meeting.

Note. The requirement for sending an annual report to security holders of record having the same address will be satisfied by sending at least one report to a holder of record at that address provided that those holders of record to whom a report is not sent agree thereto in writing. Nothing herein shall be deemed to relieve any person so consenting of any obligation to obtain or send such annual report to any other person.

(c) Seven copies of each annual report sent to security holders pursuant to this rule shall be mailed to the Commission, solely for its information, not later than the date on which such report is first sent or given to security holders or the date on which preliminary copies of solicitation material are filed with the Commission pursuant to Rule 148-6(a), whichever date is later. The annual report is not deemed to be "soliciting material" or to be "filed" with the Commission or subject to this regulation otherwise than as provided in this rule, or to the liabilities of section 18 of this Act, except to the extent that the issuer specifically requests that it be treated as a part of the proxy soliciting material or incorporates it in the proxy statement by reference.

Note. To assist the staff, managements of issuers are requested to indicate in a letter transmitting to the Commission copies of their annual reports to shareholders or in a separate letter at or about the time the annual report is furnished to the Commission, whether the financial statements in the report reflect a change from the preceding year in any accounting principles or practices or in the method of applying any such principles or practices.

(Amended, eff. May 26, 1964, Release 34-7324; further amended para. (b), eff. Jan. 15, 1965, Release 34-7508; amended paras. (b) and (c) Jan. 24, eff. with respect to annual reports sent to security holders on or after Mar. 1, 1967. Release 34-8029; adopted Note after para. (c), Dec. 4, 1967, Release 34-8206; applies to solicitations commenced after Feb. 15, 1968.)

Rule 14a-4. Requirements as to Proxy

(a) The form of proxy (1) shall indicate in bold-face type whether or not the proxy is solicited on behalf of the management, (2) shall provide a specifically designated blank space for dating

the proxy, and (3) shall identify clearly and impartially each matter or group of related matters intended to be acted upon, whether proposed by the management or by security holders. No reference need be made, however, to proposals as to which discretionary authority is conferred pursuant to paragraph (c).

(b) (1) Means shall be provided in the form of proxy whereby the person solicited is afforded an opportunity to specify by ballot a choice between approval or disapproval of each matter or group of related matters referred to therein as intended to be acted upon, other than elections to office. A proxy may confer discretionary authority with respect to matters as to which a choice is not so specified provided the form of proxy states in bold-face type how it is intended to vote. the shares represented by the proxy in each such

case.

(2) A form of proxy which provides both for the election of directors and for action on other specified matters shall be prepared so as clearly to provide, by a box or otherwise, means by which the security holder may withhold authority to vote for the election of directors. Any such form of proxy which is executed by the security holder in such manner as not to withhold authority to vote for the election of directors shall be deemed to grant such authority, provided the form of proxy so states in bold-face type.

Instruction. Paragraph (2) does not apply (i) in the case of a merger, consolidation or other plan if the election of directors is an integral part of the plan and is not to be separately voted upon or (ii) if the only matters to be acted upon are the election of directors and the election, selection or approval of other persons such as clerks or auditors.

(c) A proxy may confer discretionary authority to vote with respect to any of the following

matters:

(1) Matters which the persons making the solicitation do not know, a reasonable time before the solicitation, are to be presented at the meeting, if a specific statement to that effect is made in the proxy statement or form of proxy;

(2) Approval of the minutes of the prior meeting if such approval does not amount to ratification of the action taken at that meeting;

(3) The election of any person to any office for which a bona fide nominee is named in the proxy statement and such nominee is unable to serve or for good cause will not serve.

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