Item 20. Amendment of Charter, By-Laws or Other Documents If action is to be taken with respect to any amendment of the issuer's charter, by-laws or other documents as to which information is not required above, state briefly the reasons for and general effect of such amendment. Instruction. Where the matter to be acted upon is the classification of directors, state whether vacancies which occur during the year may be filled by the board of directors to serve only until the next annual meeting or may be so filled for the remainder of the full term. (Amended Dec. 22, 1965, Release 34-7775; amendment applies to solicitation commenced after Feb. 15, 1966; adopted instruction, Dec. 14, 1967, Release 34-8206; applies to solicitations commenced after Feb. 15, 1968.) Item 21. Other Proposed Action If action is to be taken with respect to any matter not specifically referred to above, describe briefly the substance of each such matter in substantially the same degree of detail as is required by Items 5 to 20, inclusive, above. Item 22. Vote Required for Approval As to each matter which is to be submitted to a vote of security holders, other than elections to office or the selection or approval of auditors, state the vote required for its approval. (Adopted Dec. 22, 1965, Release 34-7775; applies to solicitation commenced after Feb. 15, 1966.) SCHEDULE 14B-INFORMATION TO BE INCLUDED IN STATEMENTS FILED BY OR ON BEHALF OF A PARTICIPANT (OTHER THAN THE ISSUER) IN A PROXY SOLICITATION PURSUANT TO RULE 14a-11 (c) Instructions. 1. The item numbers and captions of the items shall be included but the text of the items may be omitted if the answers thereto are so prepared as to indicate clearly the coverage of the items. Answer every item. If an item is inapplicable or the answer is in the negative, so state. The information called for by Items 2(a) and 3(a) or a fair summary thereof is required to be included in all preliminary soliciting material by Rule 14a-11(d) (3). 2. If the participant is a partnership, corporation, association or other business entity the information called for by Items 2, 3 and 4 (b) and (c) shall be given with respect to each partner, officer and director of such entity, and each person controlling such entity, who is not a participant. (Introductory para. revised Dec. 22, 1965, Release 347775; applies to solicitation commenced after Feb. 15, 1968.) Item 1. Issuer. State the name and address of the issuer. Item 2. Identity and Background (a) State the following: (1) Your name and business address. (2) Your present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is carried on. (b) State the following: (1) Your residence address. (2) Information as to all material occupations, positions, offices or employments during the last 10 years, giving starting and ending dates of each and the name, principal business and address of any business corporation or other business organization in which each such occupation, position, office or employment was carried on. (c) State whether or not you are or have been a participant in any other proxy contest involving this or other issuers within the past 10 years. If so, identify the principals, the subject matter and your relationship to the parties and the outcome. (d) State whether or not, during the past 10 years, you have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) and, if so, give dates, nature of conviction, name and location of court, and pen alty imposed or other disposition of the case. A negative answer to this sub-item need not be included in the proxy statement or other proxy soliciting material. Item 3. Interests in Securities of the Issuer (a) State the amount of each class of securities of the issuer which you own beneficially, directly or indirectly. (b) State the amount of each class of securities of the issuer which you own of record but not beneficially. (c) State with respect to all securities of the issuer purchased or sold within the past two years, the dates on which they were purchased or sold and the amount purchased or sold on each such date. (d) If any part of the purchase price or market value of any of the shares specified in paragraph (c) is represented by funds borrowed or otherwise obtained for the purpose of acquiring or holding such securities, so state and indicate the amount of the indebtedness as of the latest practicable date. If such funds were borrowed or obtained otherwise then pursuant to a margin account or bank loan in the regular course of busi. ness of a bank, broker or dealer, briefly describe the transaction, and state the names of the parties. (e) State whether or not you are, or were with in the past year, a party to any contract, arrangements or understandings with any person with respect to any securities of the issuer, including, but not limited to joint ventures, loan or option arrangements, puts or calls, guarantees against loss or guarantees of profit, division of losses or profits, or the giving or withholding of proxies. If so, name the parties to such contracts, arrangements or understandings and give the details thereof. (f) State the amount of securities of the issuer owned beneficially, directly or indirectly, by each of your associates and the name and address of each such associate. (g) State the amount of each class of securi ties of any parent or subsidiary of the issuer which you own beneficially, directly or indirectly. (Amended para. (e) Dec. 22, 1965, Release 34-7775; amendment applies to solicitation commenced after Feb. 15, 1966; amended para. (c), Dec. 14, 1967, Release 34-8206; applies to solicitations commenced after Feb. 15, 1968.) Item 4. Further Matters (a) Describe the time and circumstances under which you became a participant in the solicitation and state the nature and extent of your activities or proposed activities as a participant. (b) Furnish for yourself and your associates the information required by Item 7(f) of Schedule 14A. (c) State whether or not you or any of your associates have any arrangement or understanding with any person (1) with respect to any future employment by the issuer or its affiliates; or (2) with respect to any future transactions to which the issuer or any of its affiliates will or may be a party. If so, describe such arrangement or understanding and state the names of the parties thereto. (d) State the total amount contributed and proposed to be contributed by you in furtherance of the solicitation, directly or indirectly, if such amount exceeds or will exceed $500 in the aggregate. (Adopted para. (d) Dec. 22, 1965, Release 34-7775; applies to solicitation commenced after Feb. 15, 1966.) Item 5. Signature The statement shall be dated and signed in the following manner : I certify that the statements made in this statement are true, complete, and correct, to the best of my knowledge and belief. (Date) (Signature of participant or authorized representative) Instruction. If the statement is signed on behalf of a participant by the latter's authorized representative, evidence of the representative's authority to sign on behalf of such participant shall be filled with the statement. APPENDIX A The table set forth below is an illustration of the presentation in tabular form of the information required by Item 7(d) and Instruction 3(c) to Item 9(d), which also applies to Items 10(d) and 11(e). If only Item 7(d) applies and Items 9, 10, and 11 are inapplicable, information need only be furnished for the period specified in Item 7(d), information as to shares sold may be omitted, and the reference at the foot of the table to options granted to employees may be omitted. See Instruction 4 to Item 7(d). Other tabular presentations are of course, acceptable if they include the necessary data. Tabular presentation may not be needed if only a very few options have been granted. "The following tabulation shows as to certain directors and officers and as to all directors and officers as a group (i) the amount of options granted since the beginning of the 5th previous full fiscal year, (ii) the amount of shares acquired since that date through the exercise of options granted since that date or prior thereto, (iii) the amount of shares sold during such period of the same class as those so acquired, and (iv) the amount of shares subject to all unexercised options held as of (Adopted Appendix A Dec. 14, 1967, Release 34-8206; applies to solicitations commenced after Feb. 15 1968.) REGULATION 14C. DISTRIBUTION OF INFORMATION PURSUANT TO SECTION 14 (c) Rule 14c-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. Information Statement. The term "information statement" means the statement required by Rule 140-2, whether or not contained in a single document. Issuer. The term "issuer" means the issuer of a class of securities registered pursuant to section 12 of the Act. 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 with respect to which an information statement is required to be distributed. 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. (Adopted Dec. 30, 1965, Release 34-7774; applicable to any meeting of security holders held on or after Mar. 15, 1966.) Rule 14c-2. Distribution of Information Statement (a) In connection with every annual or other meeting of the holders of a class of securities regis tered pursuant to section 12 of the Act, including the taking of corporate action with the written authorization or consent of the holders of a class of securities so registered, the issuer of such securities shall transmit a written information statement containing the information specified in Schedule 14C to every such security holder who is entitled to vote or give an authorization or consent in regard to any matter to be acted upon and from whom a proxy, authorization or consent is not solicited on behalf of the management of the issuer pursuant to section 14(a) of the Act: Provided, That in the case of a class of securities in unregistered or bearer form, such statement need be transmitted only to those security holders whose names are known to the issuer. (b) The information statement shall be sent or given at least 20 days prior to the meeting date or, in the case of corporate action taken with the written authorization or consent of security holders, at least 20 days prior to the earliest date on which the corporate action may be taken. (Adopted Dec. 30, 1965, Release 34-7774; applicable to any meeting of security holders held on or after March 15, 1966; amended paras. (a) and (b) Feb. 7, eff. Mar. 10, 1969, Release 34-8521.) Rule 14c-3. Annual Report To Be Furnished Security Holders (a) If the information statement relates to an annual meeting of security holders at which directors are to be elected, it 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 |