ints or rights; (ii) the prices, expiration dates nd other material conditions upon which the ɔtions, warrants or rights may be exercised; ii) the consideration received or to be received the issuer or subsidiary for the granting or tension of the options, warrants or rights; and v) the market value of the securities called for to be called for by the options, warrants or ghts, as of the latest practicable date.

(b) State separately the amount of options, rrants or rights received or to be received by e following persons, naming each such person: O each director or officer named in answer to m 7 (a); (ii) each nominee for election as a rector of the issuer; (iii) each associate of such rectors, officers or nominees; and (iv) each other son who received or is to receive 5% or more such options, warrants or rights. State also total amount of such options, warrants or hts received or to be received by all directors 1 officers of the issuer as a group, without namthem.

(c) Furnish such information, in addition to it required by this item and item 7, as may be cessary to describe adequately the provisions eady made pursuant to all bonus, profit sharing other remuneration or incentive plans for (i) h director or officer named in answer to item a) who will participate in the plan to be acted on; (ii) all directors and officers of the issuer a group; and (iii) all employees.

nstruction. Paragraphs (b) and (c) do not apply warrants or rights to be issued to security holders as h on a pro rata basis.

m 12. Authorization or Issuance of Securities Otherwise Than for Exchange.

f action is to be taken with respect to the au›rization or issuance of any securities otherwise in for exchange for outstanding securities of issuer, furnish the following information: (a) State the title and amount of securities to authorized or issued.

(b) Furnish a description of the securities such would be required to be furnished in an appliion on the appropriate form for their registran on a national securities exchange. If the urities are additional shares of common stock a class outstanding, the description may be

omitted except for a statement of the preemptive rights, if any.

(c) Describe briefly the transaction in which the securities are to be issued, 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 securities are to be issued otherwise than in a general public offering for cash, state the reasons for the proposed authorization or issuance, the general effect thereof upon the rights of existing security holders, and the vote needed for approval.

Item 13. Modification or Exchange of Securities.

If action is to be taken with respect to the modification of any class of securities of the issuer, or the issuance or authorization for issuance of securities of the issuer in exchange for outstanding securities of the issuer, furnish the following information:

(a) If outstanding securities are to be modified, state the title and amount thereof. If securities are to be issued in exchange for outstanding securities, state the title and amount of securities to be so issued, the title and amount of outstanding securities to be exchanged therefor and the basis of the exchange.

(b) Describe 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 in the description of the securities in an application on the appropriate form for their registration on a national securities exchange.

(c) State the reasons for the proposed modification or exchange, the general effect thereof upon the rights of existing security holders, and the vote needed for approval.

(d) Furnish a brief statement as to arrears in dividends or as to defaults in principal or interest in respect of the outstanding securities which are to be modified or exchanged and such other information as may be appropriate in the particular case to disclose adequately the nature and effect of the proposed action.

(e) Outline briefly any other material features of the proposed modification or exchange. If the plan of proposed action is set forth in a written document, file copies thereof with the Commission in accordance with Rule 14a-6.

Item 14. Mergers, Consolidations, Acquisitions and Similar Matters.

Furnish the following information if action is to be taken with respect to any plan for (i) the merger or consolidation of the issuer into or with any other person or of any other person into or with the issuer, (ii) the acquisition by the issuer or any of its security holders of securities of another issuer, (iii) the acquisition by the issuer of any other going business or of the assets thereof, (iv) the sale or other transfer of all or any substantial part of the assets of the issuer, or (v) the liquidation or dissolution of the issuer:

(a) Outline briefly the material features of the plan. State the reasons therefor, the general effect thereof upon the rights of existing security holders, and the vote needed for its approval. If the plan is set forth in a written document, file 3 copies thereof with the Commission at the time preliminary copies of the proxy statement and form of proxy are filed pursuant to Rule 14a-6 (a).

(b) Furnish the following information as to each person (other than totally-held subsidiaries of the issuer) which is to be merged into the issuer or into or with which the issuer is to be merged or consolidated or the business or assets of which are 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. Information is to be given regarding pertinent matters such as the nature of the products or services, methods of production, markets, methods of distribution and the sources and supply of raw materials.

(2) State the location and describe the general character of the plants and other important physical properties of such person. The description is to be given from an economic and business standpoint, as distinguished from a legal standpoint.

(3) Furnish a brief statement as to divides in arrears or defaults in principal or interest: respect of any securities of the issuer or of s person, and as to the effect of the plan they and such other information as may be appropr in the particular case to disclose adequately nature and effect of the proposed action.

(c) As to each class of securities of the iss or of any person specified in paragraph (b), is admitted to dealing on a national securities change or with respect to which a market othe wise exists, and which will be materially affec by the plan, state the high and low sale prices. in the absence of trading in a particular pera the range of the bid and asked prices) for quarterly period within two years. This inf mation may be omitted if the plan involves me the liquidation or dissolution of the issuer. Item 15. Financial Statements.

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

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

(b) If action is to be taken with respect to matter specified in item 14 (b), furnish first statements such as would currently be require an original application by any person spec therein for registration of securities under Act. Such statements need not be certified all schedules other than the schedules of s mentary profit and loss information may omitted. However, such statements may omitted for (i) a totally-held subsidiary of issuer which is included in the consolidated ment of the issuer and its subsidiaries, or ( person which is to succeed to the issuer or issuer and one or more of its totally-held s sidiaries under such circumstances that Form would be appropriate for registration of rities of such person issued in exchange for les

securities of the issuer.

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

(d) The proxy statement may incorporate by eference any financial statements contained in an nnual report sent to security holders pursuant - Rule 14a-3 with respect to the same meeting s that to which the proxy statement relates, proded such financial statements substantially eet the requirements of this item.

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

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

(b) State the nature and amount of consideraon to be paid or received by the issuer or any bsidiary. To the extent practicable, outline iefly the facts bearing upon the question of the irness of the consideration.

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

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

em 17. Restatement of Accounts.

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

(b) Outline briefly the reasons for the restatent and for the selection of the particular effece 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, tó 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 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 to each such matter.

Item 19. Matters Not Required To Be Submitted.

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

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 and the vote needed for its approval.

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.