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 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 statments 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 informa tion as to the business done by the issuer and ita 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.

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.

(b) 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 the information statement are filed with the Commission pursuant to Rule 14c-5, whichever date is later. The annual report is not deemed 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 the Act, except to the extent that the issuer specifically requests that it be treated as a part of the information statement or incorporates it therein 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.

(Adopted Dec. 30, 1985, Release 24-7774, applicable to any meeting of security holders held on or after Mar. 15, 1966; amended paras. (a) and (b) 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. (b), Dec. 14, 1967, Release 34 8206; applies to solicitations commenced after Feb. 15, 1968.)

Rule 14c-4. Presentation of Information in Information Statement

(a) The information included in the information statement shall be clearly presented and the statements made shall be divided into groups according to subject matter and the various groups of statements shall be preceded by appropriate headings. The order of items and sub items in the schedule need not be followed. Where prac ticable and appropriate, the information shall be presented in tabular form. All amounts shall bes stated in figures. Information required by more, than one applicable item need not be repeatedĮ. No extement reed be made in response to any item orabitem which is inapplicable.

(6) Any information required to be included in the information statement as to terms of securities or other subject matter which from a standpoint of practical necessity must be determined in the future may be stated in terms of present knowledge and intention. Subject to the foregoing, information which is not known to the issuer and which it is not reasonably within the power of the issuer to ascertain or procure may be omitted, if a brief statement of the circumstances rendering such information unavailable is made.

(c) All printed information statements shall be set in roman type at least as large as 10-point modern type except that to the extent necessary for convenient presentation financial statements and other statistical or tabular matter may be set in roman type at least as large as 8-point modern type. All type shall be leaded at least 2 points.

(Adopted Dec. 30, 1965, Release 34–7774; applicable to any meeting of security holders held on or after Mar. 15, 1966.) Rule 14c-5. Filing of Information Statement

(a) Five preliminary copies of the information statement shall be filed with the Commission at least 10 days prior to the date definitive copies of such statement are first sent or given to security holders, or such shorter period prior to that date as the Commission may authorize upon a showing of good cause therefor. In computing the 10-day period, the filing date of the preliminary copies is to be counted as the first day and the 11th day is the date on which definitive copies of the information statement may be mailed to security holders.

Note. The officials responsible for the preparation of the information statement should make every effort to verify the accuracy and completeness of the information required by the applicable rules. The preliminary statement should be filed with the Commission at the earliest practicable date. It should be accompanied by a letter, over the signature of an officer of the company or its counsel, stating whether the current preliminary statement merely reflects an updating of the prior year's statement (e.g., changes in the board of directors or nominees for election to the board) or includes changes of a material nature. All changes from the previously filed statement should be identified in an accompanying marked copy of the preliminary statement. If a change is material, the letter should include any explanatory comment which may be of assistance in the expeditious processing of the statement.

(b) Eight definitive copies of the information statement, in the form in which it is furnished to security holders, shall be filed with, or mailed for filing to, the Commission not later than the date

it is first sent or given to any security holders. Three copies thereof shall at the same time be filed with, or mailed for filing to, each national securities exchange upon which any security of the issuer is listed and registered.

Note. The definitive information statement filed with the Commission should be accompanied by a letter indicating any material changes which have been made therein, other than those made in response to the staff's comments and, whenever possible, should also be accompanied by a marked copy of the definitive statement indicating all changes made therein.

(c) All copies of material filed pursuant to paragraph (a) shall be clearly marked "Preliminary Copies," shall be for the information of the Commission only and shall not be deemed available for public inspection except that such material may be disclosed to any department or agency of the U.S. Government and the Commission may make such inquiries or investigation in regard to the material as may be necessary for an adequate review thereof by the Commission. All preliminary material filed pursuant to paragraph (a) shall be accompanied by a statement of the date on which copies thereof filed pursuant to paragraph (b) are intended to be released to security holders. All definitive material filed pursuant to paragraph (b) shall be accompanied by a statement of the date on which copies of such material have been released to security holders or, if not released, the date on which copies thereof are intended to be released.

(d) Where any information statement filed pursuant to this rule is amended or revised, two of the copies of such amended or revised material filed pursuant to this rule shall be marked to indicate clearly and precisely the changes effected therein. If the amendment or revision alters the text of the material the changes in such text shall be indicated by means of underscoring or in some other appropriate manner.

Note. Where preliminary copies of material are filed with the Commission pursuant to this rule, the printing of definitive copies for distribution to security holders should be deferred until the comments of the Commission's staff have been received and considered.

(Adopted Dec. 30, 1965, Release 34-7774, applicable to any meeting of security holders held on or after Mar. 15, 1966; amended para. (a) Jan. 24, eff. with respect to preliminary material filed with Commission on or after Mar. 1, 1967. Release 34-8029; amended para. (a) and added note, added note to para. (b), amended para. (c), Dec. 14, 1967, Release 34-8206; applies to solicitations commenced after Feb. 15, 1968.)

Rule 14c-6. False or Misleading Statements

(a) No information statement shall contain any statement which, at the time and in the light of the circumstances under which it is made, is false or misleading with respect to any material fact, or which omits to state any material fact necessary in order to make the statements therein not false or misleading or necessary to correct any statement in any earlier communication with respect to the same meeting or subject matter which has become false or misleading.

(b) The fact that an information statement has been filed with or examined by the Commission shall not be deemed a finding by the Commission that such material is accurate or complete or not false or misleading, or that the Commission has passed upon the merits of or approved any statement contained therein or any matter to be acted upon by security holders. No representation contrary to the foregoing shall be made.

(Adopted Dec. 20, 1985, Release 34-7774; applicable to any meeting of security holders held on or after Mar. 15, 1966.)

Rule 14c-7. Providing Copies of Material for Certain Beneficial Owners

If the issuer knows that securities of any class entitled to vote at a meeting are held of record by a broker, dealer, bank or voting trustee, or their nominees, the issuer shall inquire of such record holder whether other persons are the beneficial owners of such securities and, if so, the number of copies of the information statement and, in the case of an annual meeting at which directors are to be elected, the number of copies of the annual report to security holders, necessary to supply such material to the beneficial owners for whom proxy material has not been and is not to be made available. The issuer shall supply such record holder with additional copies in such quantities, assembled in such form and at such place, as the record holder may reasonably request in order to address and send one copy of each to each beneficial owner of securities so held and shall, upon the request of such record holder, pay its reasonable expenses for completing the mailing of such material to security holders to whom the material is sent.

(Adopted Dec. 30, 1965, Release 34-7774; applicable to any meeting of security holders held on or after Mar. 15, 1966.)

Note. Where any item, other than Item 5, calls for information with respect to any matter to be acted upon at the meeting, such item need be answered only with respect to proposals to be made by the management of the issuer.

Item 1. Information Required by Items of Schedule 14A

Furnish the information called for by all of the items of Schedule 14A of Regulation 14A (other than Items 1, 3 and 4 thereof) which would be applicable to any matter to be acted upon at the meeting if proxies were to be solicited in connection with the meeting.

Item 2. Statement That Proxies Are Not Solicited

The following statement shall be set forth on the first page of the information statement in boldface type:

WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY Item 3. Date, Time and Place of Meeting

State the date, time and place of the meeting of security holders, unless such information is otherwise disclosed in material furnished to security holders with the information statement.

Item 4. Interest of Certain Persons in or Opposition to Matters To Be Acted Upon

(a) Describe briefly any substantial interest, direct or indirect, by security holdings or otherwise, of each of the following persons in any matter to be acted upon, other than elections to office:

(1) Each person who has been a director or officer of the issuer at any time since the beginning of the last fiscal year.

(2) Each nominee for election as a director of the issuer.

(3) Each associate of the foregoing persons.

(b) Give the name of any director of the issuer who has informed the management in writing that he intends to oppose any action to be taken by the management at the meeting and indicate the action which he intends to oppose.

Item 5. Proposals by Security Holders

If any security holder entitled to vote at the meeting has submitted to the issuer a reasonable time before the information statement is to be transmitted to security holders a proposal, other than elections to office, which is accompanied by notice of his intention to present the proposal for action at the meeting, make a statement to that effect, identify the proposal and indicate the disposition proposed to be made of the proposal by the management at the meeting.

Instructions. 1. This item need not be answered as to any proposal submitted with respect to an annual meeting if such proposal is submitted less than 60 days in advance of a day corresponding to the date of mailing a proxy statement or information statement in connection with the last annual meeting of security holders.

2. If the management intends to rule a proposal out of order, the Commission shall be so advised at the time preliminary copies of the information statement are filed with the Commission, together with a statement of the reasons why the proposal is not deemed to be a proper subject for action by security holders.

(Adopted Dec. 30, 1965, Release 34-7774, applicable to any meeting of security holders held on or after Mar. 15, 1966; amended instruction No. 1, Dec. 14, 1967, Release 34-8206; applies to solicitations commenced after Feb. 15, 1968.)

Rule 14d-1. Filing Schedule 13D and Furnishing of Information to Security Holders

(a) No person, directly or indirectly, by use of the mails or by any means or instrumentality of interstate commerce or of any facility of a national securities exchange or otherwise, shall make a tender offer for, or a request or invitation for tenders of, any class of any equity security which is registered pursuant to section 12 of the Act, or any equity security issued by a closed-end investment company registered under the Investment Company Act of 1940, if, after consummation thereof, such person would, directly or indirectly, be the beneficial owner of more than 10 per centum of such class, unless, at the time copies of the offer or request or invitation are first published or sent or given to security holders, such person has filed with the Commission a statement containing the information and exhibits required by Schedule 13D: Provided, however, That any person making a tender offer for or a request or invitation for tenders which commenced prior to July 30, 1968, shall, if such offer, request or invitation continues after such date, file the statement required by this rule on or before August 12, 1968.

(b) If any material change occurs in the facts set forth in the statement required by paragraph (a) of this rule, the person who filed such statement shall promptly file with the Commission an amendment disclosing such change.

(c) All tender offers for, or requests or invitations for tenders of, securities published or sent or given to the holders of such securities shall include the following information:

(1) The name of the person making the tender offer, request or invitation;

(2) The exact dates prior to which, and after which, security holders who deposit their securities will have the right to withdraw their securities pursuant to section 14(d) (5) of the Act, or otherwise;

(3) If the tender offer or request or invitation for tenders is for less than all of the outstanding securities of the class and the person making the

offer, request or invitation is not obligated to purchase all of the securities tendered, the date of expiration of the period during which the securities will be taken up pro rata pursuant to section 14(d) (6), or otherwise; and

(4) The information required by Items 2 (a), (c), and (e), 3, 4, 5, and 6 of Schedule 13D, or a fair and adequate summary thereof.

(d) Any additional material soliciting or requesting such tender offers subsequent to the initial solicitation or request shall contain the name of the persons making such solicitation or request and the information required by Items 2 (a), (c), and (e), 3, 4, 5, and 6 of Schedule 13D, or a fair and adequate summary thereof: Provided, however, That such material may omit any of such information previously furnished to the persons solicited or requested for tender offers. Copies of such additional material soliciting or requesting such tender offers shall be filed with the Commission not later than the time copies of such material are first published or sent or given to security holders.

(e) Eight copies of the statement required by paragraph (a), every amendment to such statement, and all other material required by this rule, shall be filed with the Commission.

(Adopted, July 30, Release 34-8370, eff. July 30, 1968; amended para. (c), Aug. 30, Release 34-8392, eff. Aug. 30, 1968; para. (e) added Mar. 24, eff. Apr. 1, 1969, Release 34-8556.)

Rule 14d-2. Certain Communications to Which Rules Do Not Apply

The rules contained in this regulation do not apply to the following communications:

(a) Offers to purchase securities made in connection with a distribution of securities permitted by Rule 10b-6, 10b-7 or 10b-8.

(b) The call or redemption of any security in accordance with the terms and conditions of the governing instruments.

(c) Offers to purchase securities evidenced by a script certificate, order form or similar document which represents a fractional interest in a share of stock or similar security.