rt of the proposal. The statement and request the security holder shall be furnished to the anagement at the same time that the proposal furnished. Neither the management nor the uer shall be responsible for such statement. (c) Notwithstanding the foregoing, the manement may omit a proposal and any statement support thereof from its proxy statement and rm of proxy under any of the following circum

inces:

(1) If the proposal as submitted is, under the ws of the issuer's domicile, not a proper subject r action by security holders; or

(2) If it clearly appears that the proposal is bmitted by the security holder primarily for e purpose of enforcing a personal claim or reessing a personal grievance against the issuer or management, or primarily for the purpose of omoting general economic, political, racial, reious, social or similar causes; or

(3) If the management has at the security lder's request included a proposal in its proxy tement and form of proxy relating to either the last two annual meetings of security holders any special meeting held subsequent to the lier of such two annual meetings and such urity holder has failed without good cause to esent the proposal, in person or by proxy, for ion at the meeting; or

(4) If substantially the same proposal has preusly been submitted to security holders, in the nagement's proxy statement and form of proxy ating to any annual or special meeting of secuy holders held within the preceding five callar years, it may be omitted from the managent's proxy material relating to any meeting of urity holders held within the three calendar rs after the latest such previous submission, vided that

¿) If the proposal was submitted at only one eting during such preceding period, it received than 3% of the total number of votes cast in ard thereto; or

ii) if the proposal was submitted at only two etings during such preceding period it received he time of its second submission less than 6% he total number of votes cast in regard there

or

iii) if the proposal was submitted at three or re meetings during such preceding period, it

received at the time of its latest submission less than 10% of the total number of votes cast in regard thereto.

(5) If the proposal consists of a recommendation or request that the management take action with respect to a matter relating to the conduct of the ordinary business operations of the issuer.

(d) Whenever the management asserts that a proposal and any statement in support thereof may properly be omitted from its proxy statement and form of proxy, it shall file with the Commission, not later than 20 days prior to the date the preliminary copies of the proxy statement and form of proxy are filed pursuant to § 240.14a-6 (a), or such shorter period prior to such date as the Commission may permit, a copy of the proposal and any statement in support thereof as received from the security holder, together with a statement of the reasons why the management deems such omission to be proper in the particular case, and, where such reasons are based on matters of law, a supporting opinion of counsel. The management shall at the same time, if it has not already done so, notify the security holder submitting the proposal of its intention to omit the proposal from its proxy statement and form of proxy and shall forward to him a copy of the statement of the reasons why the management deems the omission of the proposal to be proper and a copy of such supporting opinion of counsel.

§ 240.14a-9. False or Misleading Statements.

No solicitation subject to this regulation shall be made by means of any proxy statement, form of proxy, notice of meeting, or other communication, written or oral, containing 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 solicitation of a proxy for the same meeting or subject matter which has become false or misleading.

Note. The following are some examples of what, depending upon particular facts and circumstances, may be misleading within the meaning of this rule:

(a) Predictions as to specific future market values, earnings, or dividends.

(b) Material which directly or indirectly impugns character, integrity or personal reputation, or directly or indirectly makes charges concerning improper, illegal or immoral conduct or associations, without factual foundation.

(c) Failure to so identify a proxy statement, form of proxy and other soliciting material as to clearly distinguish it from the soliciting material of any other person or persons soliciting for the same meeting or subject matter.

(d) Claims made prior to a meeting regarding the results of a solicitation.

§ 240.14a-10. Prohibition of Certain Solicitations.

No person making a solicitation which is subject to this regulation shall solicit

(a) Any undated or post-dated proxy; or

(b) Any proxy which provides that it shall be deemed to be dated as of any date subsequent to the date on which it is signed by the security holder.

§ 240.14a-11. Special Provisions Applicable to Election Contests.

(a) Solicitations to which this section applies.

This section applies to any solicitation subject to this regulation by any person or group of persons for the purpose of opposing a solicitation subject to this regulation by any other person or group of persons with respect to the election or removal of directors at any annual or special meeting of security holders.

(b) Participant to Participant in a Solicitation.

For purposes of this section the terms "participant" and "participant in a solicitation" include the following:

(1) the issuer;

(2) any director of the issuer, and any nominee for whose election as a director proxies are solicited;

(3) any committee or group which solicits proxies, any member of such committee or group, and any person whether or not named as a member who, acting alone or with one or more other persons, directly or indirectly, take the initiative

in organizing, directing or financing any committee or group;

(4) any person who finances or joins w another to finance the solicitation of proxies. cept persons who contribute not more than $ and who are not otherwise participants;

(5) any person who lends money or furn credit or enters into any other arrangere pursuant to any contract or understanding T a participant, for the purpose of financing otherwise inducing the purchase, sale, holding voting of securities of the issuer by any partic or other persons, in support of or in o tion to a participant; except that such terms not include a bank, broker or dealer who, in ordinary course of business, lends money or ecutes orders for the purchase or sale of se ties and who is not otherwise a participant;

(6) any other person who solicits pro Provided, however, That such terms do not clude (i) any person or organization retaire employed by a participant to solicit sect holders, or any person who merely tran proxy soliciting material or performs minise or clerical duties; (ii) any person employed participant in the capacity of attorney, ac ant, or advertising, public relations or fin adviser, and whose activities are limited to: performance of his duties in the course of employment; (iii) any person regularly. ployed as an officer or employee of the iss any of its subsidiaries who is not others participant; or (iv) any officer or director d any person regularly employed by, any other ticipant, if such officer, director, or employe not otherwise a participant.

(c) Filing of Information Required Schedule 14B.

(1) No solicitation subject to this sections be made by any person other than the manager of an issuer unless at least five business days thereto, or such shorter period as the Comms may authorize upon a showing of good cause i for, there has been filed, with the Commissia. with each national securities exchange upon. any security of the issuer is listed and registe by or on behalf of each participant in such so tion, a statement in duplicate containing the mation specified by Schedule 14B.

(2) Within five business days after a solicitaon subject to this section is made by the mangement of an issuer, or such longer period as the ommission may authorize upon a showing of good ause therefor, there shall be filed, with the Comission and with each national securities exchange pon which any security of the issuer is listed and egistered, by or on behalf of each participant 1 such solicitation, other than the issuer, a stateent in duplicate containing the information pecified by Schedule 14B.

(3) If any solicitation on behalf of management r any other person has been made, or if proxy aterial is ready for distribution, prior to a soliciition subject to this section in opposition thereto, statement in duplicate containing the informaion specified in Schedule 14B shall be filed by or n behalf of each participant in such prior soliciition, other than the issuer, as soon as reasonably racticable after the commencement of the soliciition in opposition thereto, with the Commission nd with each national securities exchange on hich any security of the issuer is listed and egistered.

(4) If, subsequent to the filing of the statements equired by subparagraphs (1), (2), and (3) bove, additional persons become participants in solicitation subject to this section, there shall be led, with the Commission and each appropriate xchange, by or on behalf of each such person a atement in duplicate containing the information pecified by Schedule 14B, within three business ays after such person becomes a participant, or ich longer period as the Commission may authorce upon a showing of good cause therefor.

(5) If any material change occurs in the facts ported in any statement filed by or on behalf of ny participant, an appropriate amendment to ach statement shall be filed promptly with the ommission and each appropriate exchange.

(6) Each statement and amendment thereto led pursuant to this paragraph (c) shall be part the official public files of the Commission and or purposes of this regulation shall be deemed a mmunication subject to the provisions of -240.14a-9.

(d) Solicitations Prior to Furnishing Reaired Written Proxy Statement.

Notwithstanding the provisions of § 240.14a-3 ), a solicitation subject to this rule may be made

prior to furnishing security holders a written proxy statement containing the information specified in Schedule 14A with respect to such solicitation, provided that

(1) The statements required by paragraph (c) of this section are filed by or on behalf of each participant in such solicitation.

(2) No form of proxy is furnished to security holders prior to the time the written proxy statement is required by § 240.14a-3 (a) is furnished to security holders: Provided, however, That this subparagraph (2) shall not apply where a proxy statement then meeting the requirements of Schedule 14A has been furnished to security holders.

(3) At least the information specified in Items 2 (a) and 3 (a) of the statement required by paragraph (c) to be filed by each participant, or an appropriate summary thereof, is included in each communication sent or given to security holders in connection with the solicitation.

(4) A written proxy statement containing the information specified in Schedule 14A with respect to a solicitation is sent or given security holders at the earliest practicable date.

(e) Solicitations prior to furnishing required written proxy statement-Filing Requirements.

Three copies of any soliciting material proposed to be sent or given to security holders prior to the furnishing of the written proxy statement required by § 240.14a-3 (a) shall be filed with the Commission in preliminary form, at least five business days prior to the date definitive copies of such material are first sent or given to security holders, or such shorter period as the Commission may authorize upon a showing of good cause therefor.

(f) Application of this section to Annual Report.

Notwithstanding the provisions of § 240.14a3 (b) and (c), three copies of any portion of the annual report referred to in § 240.14a-3 (b) which comments upon or refers to any solicitation subject to this rule, or to any participant in any such solicitation, other than the solicitation by the management, shall be filed with the Commission as proxy material subject to this regulation. Such portion of the annual report shall be filed with the Commission in preliminary form at least five

business days prior to the date copies of the report are first sent or given to security holders.

(g) Application of § 240.14a-6.

The provisions of paragraphs (c), (d), (e), (f) and (g) of § 240.14a-6 shall apply, to the extent pertinent, to soliciting material subject to paragraphs (e) and (ƒ) of this § 240.14a-11.

(h) Use of reprints or reproductions. In any solicitation subject to this section, soliciting material which includes, in whole or part, any reprints or reproductions of any previously published material shall:

(1) State the name of the author and publication, the date of prior publication, and identify any person who is quoted without being named in the previously published material.

(2) Except in the case of a public official document or statement, state whether or not the consent of the author and publication has been obtained to the use of the previously published material as proxy soliciting material.

(3) If any participant using the previously published material, or anyone on his behalf, paid, directly or indirectly, for the preparation or prior publication of the previously published material, or has made or proposes to make any payments or give any other consideration in connection with the publication or republication of such material, state the circumstances.

SCHEDULE 14A

INFORMATION Required IN PROXY STatement

Note. Where any item calls for information with respect to any matter to be acted upon and such matter involves other matters with respect to which information is called for by other items of this schedule, the information called for by all applicable items shall be given. For example, if action is to be taken with respect to any merger, consolidation or acquisition, specified in Item 14 which involves the election of directors, Items 6 and 7 shall also be answered.

Item 1. Revocability of Proxy.

State whether or not the person giving the proxy has the power to revoke it. If the right of revocation before the proxy is exercised is limited or is subject to compliance with any formal procedure, briefly describe such limitation or procedure.

Item 2. Dissenters' Rights of Appraisal.

Outline briefly the rights of appraisal or sim rights of dissenters with respect to any matter. be acted upon and indicate any statutory pros dure required to be followed by dissenting s rity holders in order to perfect such rig Where such rights may be exercised only wi a limited time after the date of the adoption proposal, the filing of a charter amendment other similar act, state whether the person soli will be notified of such date.

Item 3. Persons Making the Solicitation. (a) Solicitations not subject to § 240.14a-1 (1) If the solicitation is made by the mara ment of the issuer, so state. Give the name of director of the issuer who has informed the E. agement in writing that he intends to oppose L action intended to be taken by the managers and indicate the action which he intend oppose.

(2) If the solicitation is made otherwise by the management of the issuer, so state and the names of the persons by whom and on whe behalf it is made.

(3) If the solicitation is to be made other than by the use of the mails, describe the me to be employed. If the solicitation is to be by specially engaged employees or paid solici state (i) the material features of any contri arrangement for such solicitation and identif parties, and (ii) the cost or anticipated thereof.

(4) State the names of the persons by the cost of solicitation has been or will be bo directly or indirectly.

(b) Solicitations subject to § 240.14a-11. (1) State by whom the solicitation is made: describe the methods employed and to be empl to solicit security holders.

(2) If regular employees of the issuer of: other participant in a solicitation have been to be employed to solicit security holders, dest the class or classes of employees to be so emp and the manner and nature of their employ for such purpose.

(3) If specially engaged employees. sentatives or other persons have been or are employed to solicit security holders, state i material features of any contract or arrange

r such solicitation and identify the parties, (ii) e cost or anticipated cost thereof, and (iii) the proximate number of such employees or emoyees of any other person (naming such other rson) who will solicit security holders.

(4) State the total amount estimated to be spent d the total expenditures to date for, in furtherce of, or in connection with the solicitation of urity holders.

(5) State by whom the cost of the solicitation Il be borne. If such cost is to be borne initially any person other than the issuer, state whether mbursement will be sought from the issuer, and, so, whether the question of such reimbursement I be submitted to a vote of security holders. nstructions. With respect to solicitations subject to 0.14a-11, costs and expenditures within the meaning his Item 3 shall include fees for attorneys, accountants, lic relations or financial advisers, solicitors, advertisprinting, transportation, litigation and other costs inntal to the solicitation, except that the issuer may exle the amounts of such costs represented by the amount nally expended for a solicitation for an election of ctors in the absence of a contest, and costs represented alaries and wages of regular employees and officers, ided a statement to that effect is included in the proxy ement.

m 4. Interest of Certain Persons in Matters to be Acted Upon.

a) Solicitations not subject to § 240.14a-11. Describe briefly any substantial interest, direct ndirect, by security holdings or otherwise, of of the following persons in any matter to be d upon, other than elections to office:

1) If the solicitation is made on behalf of mannent, each person who has been a director or er of the issuer at any time since the beginning he last fiscal year.

2) If the solicitation is made otherwise than ehalf of management, each person on whose If the solicitation is made. Any person who ld be a participant in a solicitation for purs of § 240.14a-11 as defined in paragraph (3), (4), (5) and (6) thereof shall be deemed rson on whose behalf the solicitation is made purposes of this paragraph (a).

) Each nominee for election as a director of

ssuer.

) Each associate of the foregoing persons.

tructions. Except in the case of a solicitation subƆ this regulation made in opposition to another solici

tation subject to this regulation, this sub-item (a) shall not apply to any interest arising from the ownership of securities of the issuer where the security holder receives no extra or special benefit not shared on a pro rata basis by all other holders of the same class.

(b) Solicitations subject to § 240.14a-11.

(1) Describe briefly any substantial interest, direct or indirect, by security holdings or otherwise, of each participant as defined in § 240.14a-11 (b) (2), (3), (4), (5) and (6), in any matter to be acted upon at the meeting, and include with respect to each participant the information, or a fair and adequate summary thereof, required by Items 2 (a), 2 (d), 3, 4 (b) and 4 (c) of Schedule 14B.

(2) With respect to any person named in answer to Item 6 (b), describe any substantial interest, direct or indirect, by security holdings or otherwise, that he has in any matter to be acted upon at the meeting, and furnish the information called for by Item 4 (b) and (c) of Schedule 14B.

Item 5. Voting Securities and Principal Holders Thereof.

(a) State as to each class of voting securities of the issuer entitled to be voted at the meeting, the number of shares outstanding and the number of votes to which each class is entitled.

(b) Give the date as of which the record of security holders entitled to vote at the meeting will be determined. If the right to vote is not limited to security holders of record on that date, indicate the conditions under which other security holders may be entitled to vote.

(c) If action is to be taken with respect to the election of directors and if the persons solicited have cumulative voting rights, make a statement that they have such rights and state briefly the conditions precedent to the exercise thereof.

(d) If to the knowledge of the persons on whose behalf the solicitation is made, any person owns of record or beneficially more than 10 percent of the outstanding voting securities of the issuer, name such person, state the approximate amount of such securities owned of record but not owned beneficially and the approximate amount owned beneficially by such person and the percentage of outstanding voting securities represented by the amount of securities so owned in each such manner.