General Rules and Regulations Under the Securities Exchange Act of 1934, as Amended

ntial part of the assets of the issuer, or (v) liquidation or dissolution of the issuer: a) Outline briefly the material features of the n. State the reasons therefor, the general eft thereof upon the rights of existing security ders, and the vote needed for its approval. the plan is set forth in a written document, file opies thereof with the Commission at the time liminary copies of the proxy statement and m of proxy are filed pursuant to § 240.14a-6

(b) Furnish the following information as to h person (other than totally-held subsidiaries the issuer) which is to be merged into the issuer into or with which the issuer is to be merged consolidated or the business or assets of which to be acquired or which is the issuer of seities to be acquired by the issuer in exchange · all or a substantial part of its assets or to be quired by security holders of the issuer.

(1) Describe briefly the business of such person. formation is to be given regarding pertinent tters such as the nature of the products or vices, methods of production, markets, methods distribution and the sources and supply of raw terials.

(2) State the location and describe the general aracter of the plants and other important physiproperties of such person. The description to be given from an economic and business ndpoint, as distinguished from a legal stand

nt.

(3) Furnish a brief statement as to dividends arrears or defaults in principal or interest in pect of any securities of the issuer or of such -son, and as to the effect of the plan thereon such other information as may be appropriate the particular case to disclose adequately the ure and effect of the proposed action.

c) As to each class of securities of the issuer, of any person specified in paragraph (b), which dmitted to dealing on a national securities exnge or with respect to which a market othere exists, and which will be materially affected the plan, state the high and low sale prices (or, the absence of trading in a particular period, range of the bid and asked prices) for each arterly period within two years. This infortion may be omitted if the plan involves merely liquidation or dissolution of the issuer.

Item 15. Financial Statements.

(a) If action is to be taken with respect to any matter specified in item 12, 13, or 14 above, furnish certified financial statements of the issuer and its subsidiaries such as would currently be required in an original application for the registration of securities of the issuer under the Act. All schedules other than the schedules of supplementary profit and loss information may be omitted.

Instruction. Such statements shall be prepared and certified in accordance with Regulation S-X.

(b) If action is to be taken with respect to any matter specified in item 14 (b), furnish financial statements such as would currently be required in an original application by any person specified therein for registration of securities under the Act. Such statements need not be certified and all schedules other than the schedules of supplementary profit and loss information may be omitted. However, such statements may be omitted for (i) a totally-held subsidiary of the issuer which is included in the consolidated statement 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 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.

(c) Notwithstanding paragraphs (a) and (b) above, any or all of such financial statements which are not material for the exercise of prudent judgment in regard to the matter to be acted upon may be omitted if the reasons for such omission are stated. Such financial statements are deemed material to the exercise of prudent judgment in the usual case involving the authorization or issuance of any material amount of senior securities, but are not deemed material in cases involving the authorization or issuance of common stock, otherwise than in exchange.

(d) The proxy statement may incorporate by reference any financial statements contained in an annual report sent to security holders pursuan to § 240.14a-3 with respect to the same meeti as that to which the proxy statement relates, Pe, vided such financial statements substantialf meet the requirements of this item.

tha

Item 16. Acquisition or Disposition of Property. If action is to be taken with respect to the acquisition or disposition of any property, furnish the following information:

reas

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

(b) State the nature and amount of consideration to be paid or received by the issuer or any subsidiary. To the extent practicable, outline 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 nature of any material relationship of such person to the issuer or any affiliate of the issuer.

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

Item 17. Restatement of Accounts.

If action is to be taken with respect to the restatement of any asset, capital, or surplus account of the issuer, furnish the following information: (a) State the nature of the restatement and the date as of which it is to be effective.

(b) Outline 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 practicable, state whether and the extent, if any, to which, the restatement will, as of the date thereof, alter the amount available for distribution to the holders of equity securities. Item 18. Action With Respect to Reports.

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 meeting of its stocklders, furnish the following information: ) State whether or not such action is to conapproval or disapproval of any of the referred to in such reports or minutes. ntify each of such matters which it is

be approved or disapproved, and formation required by the approems of this schedule with respect ter.

Item 19. Matters Not Required To Be... mitted.

If action is to be taken with respect to a ter which is not required to be submitted to of security holders, state the nature of such the reasons for submitting it to a vote of holders and what action is intended to be tai the management in the event of a negative t the matter by the security holders.

Item 20. Amendment of Charter, By-Law Other Documents.

If action is to be taken with respect amendment of the issuer's charter, by-laws documents as to which information is not re above, state briefly the reasons for and effect of such amendment and the vote needs its approval.

Item 21. Other Proposed Action.

If action is to be taken with respect to a ter not specifically referred to above, de briefly the substance of each such matter stantially the same degree of detail as is re by items 5 to 20, inclusive, above.

SCHEDULE 14B

INFORMATION TO BE INCLUDED IN STATEMENTS FL OR ON BEHALF OF A PARTICIPANT (OTHER THA ISSUER) IN A PROXY SOLICITATION PURSTAT § 240.14a-11 (c)

Answer every item. If an item is inap or the answer is in the negative, so state. i formation called for by items 2 (a) and 3 a fair summary thereof is required to be i in all preliminary soliciting material by 11 (d).

Item 1. Issuer. State the name and adh the issuer.

Item 2. Identity and Background. (a) State the following:

(1) Your name and business address. (2) Your present principal occupation: ployment and the name, principal busines address of any corporation or other organ in which such employment is carried on. (b) State the following: (1) Your residence address.

) Information as to all material occupations, tions, offices or employments during the last years, giving starting and ending dates of each the name, principal business and address of business corporation or other business organon in which each such occupation, position, or employment was carried on.

) State whether or not you are or have been rticipant in any other proxy contest involving or other issuers within the past ten years. If lentify the principals, the subject matter and relationship to the parties and the outcome. ) State whether or not, during the past ten 3, you have been convicted in a criminal prong (excluding traffic violations or similar emeanors) and, if so, give dates, nature of iction, name and location of court, and penalty sed or other disposition of the case. A negaanswer to this sub-item need not be included e proxy statement or other proxy soliciting rial.

3. Interests in Securities of the Issuer. ) State the amount of each class of securities e issuer which you own beneficially, directly directly.

) State the amount of each class of securities e issuer which you own of record but not icially.

State with respect to the securities specified ) and (b) the amounts acquired within the two years, the dates of acquisition and the nts acquired on each date.

If any part of the purchase price or maralue of any of the shares specified in para(c) is represented by funds borrowed or wise obtained for the purpose of acquiring lding such securities, so state and indicate mount of the indebtedness as of the latest icable date. If such funds were borrowed tained otherwise then pursuant to a margin nt or bank loan in the regular course of ess of a bank, broker or dealer, briefly dethe transaction, and state the names of arties.

State whether or not you are a party to contracts, arrangements or understandings 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 profits, division of losses or profits, or the giving or withholding of proxies. If so, name the persons with whom such contracts, arrangements, or understandings exist 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 securities of any parent or subsidiary of the issuer which you own beneficially, directly or indirectly.

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.

(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. 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) Instructions. 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 filed with the statement.

Item 16. Acquisition or Disposition of Property.

If action is to be taken with respect to the acquisition or disposition of any property, furnish the following information:

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

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

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

Item 17. Restatement of Accounts.

(b) Outline 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.

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 meeting of its stockholders, furnish the following information:

(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 a each such matter.

Item 19. Matters Not Required To Be Sub mitted.

If action is to be taken with respect to any m ter which is not required to be submitted to a vo of security holders, state the nature of such matte ! the reasons for submitting it to a vote of security holders and what action is intended to be taken the management in the event of a negative voted: the matter by the security holders.

Item 20. Amendment of Charter, By-Laws « Other Documents.

If action is to be taken with respect to amendment of the issuer's charter, by-laws or oth documents as to which information is not require above, state briefly the reasons for and gener. effect of such amendment and the vote needed in its approval.

Item 21. Other Proposed Action.

If action is to be taken with respect to any ter not specifically referred to above, dest briefly the substance of each such matter in 5. stantially the same degree of detail as is requir by items 5 to 20, inclusive, above.

SCHEDULE 14B

INFORMATION TO BE INCLUDED IN STATEMENTS FILED I
OR ON BEHALF OF A PARTICIPANT (OTHER THAN
ISSUER) IN A PROXY SOLICITATION PURSUANT
§ 240.14a-11 (c)

Answer every item. If an item is inappli or the answer is in the negative, so state. T formation called for by items 2 (a) and 3 ( a fair summary thereof is required to be incia in all preliminary soliciting material by § 240 11 (d).

Item 1. Issuer. State the name and addre the issuer.

Item 2. Identity and Background. (a) State the following:

(1) Your name and business address. (2) Your present principal occupation o ployment and the name, principal busines address of any corporation or other organiz 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 ten years, giving starting and ending dates of each and the name, principal business and address of any business corporation or other business organzation in which each such occupation, position, office or employment was carried on.

(c) State whether or not you are or have been participant in any other proxy contest involving his or other issuers within the past ten years. If ɔ, identify the principals, the subject matter and our relationship to the parties and the outcome.

(d) State whether or not, during the past ten ears, you have been convicted in a criminal proeding (excluding traffic violations or similar isdemeanors) and, if so, give dates, nature of onviction, name and location of court, and penalty posed or other disposition of the case. A negave answer to this sub-item need not be included the proxy statement or other proxy soliciting aterial.

em 3. Interests in Securities of the Issuer.

(a) State the amount of each class of securities the issuer which you own beneficially, directly indirectly.

(b) State the amount of each class of securities I the issuer which you own of record but not neficially.

(c) State with respect to the securities specified (a) and (b) the amounts acquired within the st two years, the dates of acquisition and the ounts acquired on each date.

d) If any part of the purchase price or marvalue of any of the shares specified in paraph (c) is represented by funds borrowed or erwise obtained for the purpose of acquiring holding such securities, so state and indicate amount of the indebtedness as of the latest cticable date. If such funds were borrowed ›btained otherwise then pursuant to a margin bunt or bank loan in the regular course of ness of a bank, broker or dealer, briefly debe the transaction, and state the names of parties.

) State whether or not you are a party to contracts, arrangements or understandings any person with respect to any securities of