Form SEC-733A Regulation 14C

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REGULATION 14C
DISTRIBUTION OF INFORMATION PURSUANT TO SECTION 14(c)
ATTENTION ELECTRONIC FILERS

THIS REGULATION SHOULD BE READ IN CONJUNCTION WITH REGULATION S-T (PART 232 OF THIS
CHAPTER), WHICH GOVERNS THE PREPARATION AND SUBMISSION OF DOCUMENTS IN ELECTRONIC
FORMAT. MANY PROVISIONS RELATING TO THE PREPARATION AND SUBMISSION OF DOCUMENTS IN
PAPER FORMAT CONTAINED IN THIS REGULATION ARE SUPERSEDED BY THE PROVISIONS OF REGULATION
S-T FOR DOCUMENTS REQUIRED TO BE FILED IN ELECTRONIC FORMAT.
Definitions
Reg. §240.14c-1. 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:
(a) Associate. The term “associate,” used to indicate a relationship with any person, means (1) any corporation or
organization (other than the registrant or a majority owned subsidiary of the registrant) 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 registrant or any of its parents or subsidiaries.
(b) Employee benefit plan. For purposes of §240.14c-7, the term “employee benefit plan” means any purchase, savings,
option, bonus, appreciation, profit sharing, thrift, incentive, pension or similar plan solely for employees, directors,
trustees or officers.
(c) Entity that exercises fiduciary powers. The term “entity that exercises fiduciary powers” means any entity that holds
securities in nominee name or otherwise on behalf of a beneficial owner but does not include a clearing agency registered
pursuant to section 17A of the Act, or a broker or a dealer.
(d) Exempt employee benefit plan securities. For purposes of §240.14c-7, the term “exempt employee benefit plan securities”
means: (1) securities of the registrant held by an employee benefit plan, as defined in paragraph (b) of this section, where
such plan is established by the registrant; or (2) if notice regarding the current distribution of information statements has
been given pursuant to §240.14c-7(a)(1)(ii)(C) or if notice regarding the current request for a list of names, addresses
and securities positions of beneficial owners has been given pursuant to §240.14c-7(b)(3), securities of the registrant held
by an employee benefit plan, as defined in paragraph (b) of this section, where such plan is established by an affiliate of
the registrant.
(e) Information statement. The term “information statement” means the statement required by §240.14c-2, whether or not
contained in a single document.
(f) Last fiscal year. The term “last fiscal year” of the registrant means the last fiscal year of the registrant ending prior to the
date of the meeting with respect to which an information statement is required to be distributed, or if the information
statement involves consents or authorizations in lieu of a meeting, the earliest date on which they may be used to effect
corporate action.
(g) 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.

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(h) Record date. The term “record date” means the date as of which the record holders of securities entitled to vote at a meeting
or by written consent or authorization shall be determined.
(i) Record holder. For purposes of §240.14c-7, the term “record holder” means any broker, dealer, voting trustee, bank,
association or other entity that exercises fiduciary powers which holds securities of record in nominee name or otherwise
or as a participant in a clearing agency registered pursuant to section 17A of the Act.
(j) Registrant. The term “registrant” means:
(1) The issuer of a class of securities registered pursuant to Section 12 of the Act; or
(2) An investment company registered under the Investment Company of 1940 that has made a public offering of its
securities.
(k) Respondent bank. For purposes of §240. l4c-7, the term “respondent bank” means any bank, association or other entity
that exercises fiduciary powers which holds securities on behalf of beneficial owners and deposits such securities for
safekeeping with another bank, association or other entity that exercises fiduciary powers.
Distribution of Information Statement
Reg. §240.14c-2.
(a) In connection with every annual or other meeting of the holders of a class of securities registered pursuant to section 12
of the Act or of a class of securities issued by an investment company registered under the Investment Company Act of
1940 that has made a public offering of securities, including the taking of corporate action with the written authorization
or consent of security holders, the registrant shall transmit a written information statement containing the information
specified in Schedule 14C (§240.14c-101) or written information statements included in registration statements filed
under the Securities Act of 1933 on Form S-4 or F-4 (§239.25 or 239.34 of this chapter) or Form N-14 (§239.23 of this
chapter), and containing the information specified in such form, to every security holder of the class that is entitled to
vote or give an authorization or consent in regard to any matter to be acted upon and from whom proxy authorization or
consent is not solicited on behalf of the registrant pursuant to section 14(a) of the Act: Provided however, that (1) in the
case of a class of securities in unregistered or bearer form, such statements need be transmitted only to those security
holders whose names are known to the registrant, and (2) no such statements need to be transmitted to a security holder
if a registrant would be excused from delivery of an annual report or a proxy statement under Rule 14a-3(e)(2)
(§240.14a-3(e)(2)) if such section were applicable.
(b) The information statement shall be sent or given at least 20 calendar days prior to the meeting date or, in the case of
corporate action taken pursuant to the consents or authorizations of security holders, at least 20 calendar days prior to
the earliest date on which the corporate action may be taken.
(c) If a transaction is a roll-up transaction as defined in Item 901(c) of Regulation S-K (1 7 CFR 229.901(c) and is registered
(or authorized to be registered) on Form S-4 (17 CFR 229.25) or Form F-4 (17 CFR 229.34), the information statement
must be distributed to security holders no later than the lesser of 60 calendar days prior to the date on which the meeting
of security holders is held or action is taken, or the maximum number of days permitted for giving notice under applicable
state law.
Annual Report to Be Furnished Security Holders
Reg. §240.14c-3.
(a) If the information statement relates to an annual (or special meeting in lieu of the annual) meeting, or written consent in
lieu of such 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.
(1) The annual report shall contain the information specified in paragraphs (b)(1) through (b)(11) of Rule 14a-3
(§240.14a-3 of this chapter.)
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(2) Paragraphs (b)(5) through (b)(11) of Rule 14a-3 shall not apply to an investment company registered under the
Investment Company Act of 1940. Subject to the requirements of paragraphs (b)(1) through (b)(4) of Rule 14a-3,
the annual report to security holders of such investment company may be in any form deemed suitable by
management.
Note to Small Business Issuers: In responding to the disclosure items under paragraph (b) of Rule 14a-3, (§240.14a-3
of this chapter) a “small business issuer,” defined under Rule 12b-2 of the Exchange Act (§240.12b-2) shall refer to
the disclosure items in Regulation S-B (§228.10-702 of this chapter) rather than Regulation S-K (§229.10-.702 of
this chapter). If there is no comparable disclosure item in Regulation S-B, a small business issuer need not provide
the information requested. A small business issuer shall provide the information in Item 310(a) of Regulation S-B
in lieu of the financial information required by Rule 14a-3(b)(1) (§240.14a-3(b)(1). Small business issuers using the
transitional small business issuers disclosure format in the filing of their most recent annual report on Form 10-KSB
(§249.310b of this chapter) need not provide the information required by paragraph (b) of Rule 14a-3. Rather, those
small business issuers shall provide only the financial statements required to be filed in their most recent Form
10-KSB. The inclusion of additional information, including information required of non-transitional small business
issuers, in the annual report to security holders will not cause the issuer to be ineligible for the transitional disclosure
forms.
(b) Seven copies of the 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, or definitive copies, if preliminary filing was not required, of the information statement are filed with
the Commission pursuant to Rule 14c-5, whichever date is later. The 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 registrant specifically requests that it be treated as a part of the information statement
or incorporates it in the information statement or other filed report by reference.
Presentation of Information in Information Statement
Reg. §240.14c-4.
(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 practicable and appropriate, the
information shall be presented in tabular form. All amounts shall be stated in figures. Information required by more than
one applicable item need not be repeated. No statement need be made in response to any item or sub-item which is
inapplicable.
(b) 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 registrant and which it is not
reasonably within the power of the registrant 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 in roman type at least as large and as legible as 10-point modern type except
that to the extent necessary for convenient presentation financial statements and other tabular data, but not the notes
thereto, may be in roman type at least as large and as legible as 8-point modern type. All such types shall be leaded at
least 2 points.
(d) Where an information statement is delivered through an electronic medium, issuers may satisfy legibility requirements
applicable to printed documents, such as type size and font, by presenting all required information in a format readily
communicated to investors.

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Filing Requirements
Reg. §240.14c-5.
(a) Preliminary information statement. Five preliminary copies of the information statement shall be filed with the
Commission at least 10 calendar 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. A registrant,
however, shall not file with the Commission a preliminary information statement if it relates to an annual (or special
meeting in lieu of the annual) meeting, of security holders at which the only matters to be acted upon are:
(1) the election of directors;
(2) the election, approval or ratification of accountant(s);
(3) a security holder proposal identified in the registrant’s information statement pursuant to Item 4 of Schedule 14C
[§240.14c-101 of this chapter]; and/or
(4) the approval or ratification of a plan as defined in paragraph (a)(7)(ii) of Item 402 of Regulation S-K (§229.402(a)(7)(ii)
of this chapter) or arrangements to such a plan.
This exclusion from filing a preliminary information statement does not apply if the registrant comments upon or refers
to a solicitation in opposition in connection with the meeting in its information statement.
Note 1: The filing of revised material does not recommence the ten day time period unless the revised material contains
material revisions or material new proposal(s) that constitute a fundamental change in the information statement.
Note 2: 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.
Note 3: Solicitation in Opposition. For purposes of the exclusion from filing a preliminary information statement, a
“solicitation in opposition” includes: (a) any solicitation opposing a proposal supported by the registrant; and (b) any
solicitation supporting a proposal that the registrant does not expressly support, other than a security holder proposal
identified in the registrant’s information statement pursuant to Item 4 of Schedule 14C [§240.14c-101 of this chapter].
The identification of a security holder proposal in the registrant’s information statement does not constitute a “solicitation
in opposition,” even if the registrant opposes the proposal and/or includes a statement in opposition to the proposal.
Note 4. A registrant that is filing an information statement in preliminary form only because the registrant has commented
on or referred to an opposing solicitation should indicate that fact in a transmittal letter when filing the preliminary
material with the Commission.
(b) Definitive information statement. 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 registrant is listed and registered.
Note. A registrant that is filing a definitive information statement without payment of a fee should state in the first
paragraph of the transmittal letter that no fee is being paid because a fee was paid upon filing of the preliminary
information statement.
(c) Release dates. All preliminary material filed pursuant to paragraph (a) of this section shall be accompanied by a statement
of the date on which copies thereof filed pursuant to paragraph (b) of this section are intended to be released to security
holders. All definitive material filed pursuant to paragraph (b) of this section 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.
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(d) (1) Public availability of information. All copies of material filed pursuant to paragraph (a) of this section shall be clearly
marked “Preliminary Copies” and shall be deemed immediately available for public inspection unless confidential
treatment is obtained pursuant to paragraph (d)(2) of this section.
(2) Confidential Treatment. If action is to be taken with respect to any matter specified in Item 14 of Schedule 14A
(§240.14a-101), all copies of the preliminary information statement filed pursuant to this section shall be for the
information of the Commission only and shall not be deemed available for public inspection until definitive material
has been filed with the Commission provided that:
(i)

the information statement does not relate to a matter or proposal subject to §240.13e-3 or a roll-up transaction
as defined in Item 901(c) of Regulation S-K (§229.901(c) of this chapter); and

(ii)

the filed material is marked “Confidential, For Use of the Commission Only.” In any and all cases, such material
may be disclosed to any department or agency of the United States Government and to the Congress, 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.

(e) Revised information statements. Where any information statement filed pursuant to this section is amended or revised,
two of the copies of such amended or revised material filed pursuant to this section 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.
(f) Merger material. Notwithstanding the foregoing provisions of this section, any information statement or other material
included in a registration statement filed under the Securities Act of 1933 on Form N-14, S-4, or F-4 (§239.23, 25 or 34
of this chapter) shall be deemed filed both for the purposes of that Act and for the purposes of this section, but separate
copies of such material need not be furnished pursuant to this section, nor shall any fee be required under paragraph (a)
of this section. However, any additional material used after the effective date of the registration statement on Form N-14,
S-4, or F-4 shall be filed in accordance with this section, unless separate copies of such material are required to be filed
as an amendment of such registration statement.
(g) Fees. At the time of filing a preliminary information statement regarding an acquisition, merger, spinoff, consolidation
or proposed sale or other disposition of substantially all the assets of the company, the registrant shall pay the Commission
a fee, no part of which shall be refunded, established in accordance with §240.0-11.
(h) Cover Page. Each information statement filed with the Commission shall include a cover page in the form set forth in
Schedule 14C (§240.14c-101 of this Chapter). The cover page required by this paragraph need not be distributed to
security holders.
False or Misleading Statements
Reg. §240.14c-6.
(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
communications 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.

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Providing Copies of Material for Certain Beneficial Owners
Reg. §240.14c-7.
(a) If the registrant knows that securities of any class entitled to vote at a meeting, or by written authorizations or consents
if no meeting is held, are held of record by a broker, dealer, voting trustee, bank, association, or other entity that exercise
fiduciary powers in nominee name or otherwise, the registrant shall:
(1) By first class mail or other equally prompt means:
(i) Inquire of each such record holder:
(A) whether other persons are the beneficial owners of such securities and, if so, the number of copies of the
information statement necessary to supply such material to such beneficial owners;
(B) in the case of an annual (or special meeting in lieu of the annual) meeting, or written consents in lieu of
such meeting, at which directors are to be elected, the number of copies of the annual report to security
holders, necessary to supply such report to such beneficial owners for whom proxy material has not been
and is not to be made available and to whom such reports are to be distributed by such record holder or its
nominee and not by the registrant; and
(C) if the record holder or respondent bank has an obligation under §240.14b-1(b)(3) or §240.14b-2(b)(4)(ii)
and (iii), whether an agent has been designated to act on its behalf in fulfilling such obligation, and, if so,
the name and address of such agent; and
(D) whether it holds the registrant’s securities on behalf of any respondent bank and, if so, the name and address
of each such respondent bank; and
(ii) Indicate to each such record holder:
(A) whether the registrant, pursuant to paragraph (c) of this section, intends to distribute the annual report to
security holders to beneficial owners of its securities whose names, addresses and securities positions are
disclosed pursuant to §240.14b-1(b)(3) and §240.14b-2(b)(4)(ii) and (iii);
(B) the record date; and
(C) at the option of the registrant, any employee benefit plan established by an affiliate of the registrant that
holds securities of the registrant that the registrant elects to treat as exempt employee benefit plan securities;
(2) Upon receipt of a record holder’s or respondent bank’s response indicating, pursuant to §240.14b-2(b)(1)(i), the
names and addresses of its respondent banks, within one business day after the date such response is received, make
an inquiry of and give notification to each such respondent bank in the same manner required by paragraph (a)(1)
of this section; Provided however, the inquiry required by paragraphs (a)(1) and (a)(2) of this section shall not cover
beneficial owners of exempt employee benefit plan securities;
(3) Make the inquiry required by paragraph (a)(1) of this section on the earlier of:
(i) At least 20 business days prior to the record date of the meeting of security holders or the record date of written
consents in lieu of a meeting; or
(ii) At least 20 business days prior to the date the information statement is required to be sent or given pursuant to
§240.14c-2(b);
Provided, however, That, if a record holder or respondent bank has informed the registrant that a designated office(s)
or department(s) is to receive such inquiries, the inquiry shall be made to such designated office(s) or department(s);

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(4) Supply, in a timely manner, each record holder and respondent bank of whom the inquiries required by paragraphs
(a)(1) and (a)(2) of this section are made with copies of the information statement and/or the annual report to security
holders, in such quantities, assembled in such form and at such place(s), as the record holder or respondent bank may
reasonably request in order to send such material to each beneficial owner of securities who is to be furnished with
such material by the record holder or respondent bank; and
(5) Upon the request of any record holder or respondent bank that is supplied with information statements and/or annual
reports to security holders pursuant to paragraph (a)(3) of this section, pay its reasonable expenses for completing
the mailing of such material to beneficial owners.
Note 1: If the registrant’s list of security holders indicates that some of its securities are registered in the name of
a clearing agency registered pursuant to section 17A of the Act (e.g., “Cede & Co.,” nominee for the Depository Trust
Company), the registrant shall make appropriate inquiry of the clearing agency and thereafter of the participants in
such a clearing agency who may hold on behalf of a beneficial owner, and shall comply with the above paragraph
with respect to any such participant (see §240.14c-1(h)).
Note 2: 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. This procedure is not available to registrants, however, where
banks, associations, other entities that exercise fiduciary powers, brokers, dealers and other persons hold securities
in nominee accounts or “street names” on behalf of beneficial owners, and such persons are not relieved of any
obligation to obtain or send such annual report to the beneficial owners.
Note 3: The attention of registrants is called to the fact that each broker, dealer, bank, association, and other entity
that exercises fiduciary powers has an obligation pursuant to §240.14b-1 and §240.14b-2 (except as provided therein
with respect ot exempt employee benefit plan securities held in nominee name) and, with respect to brokers and
dealers, applicable self-regulatory organization requirements to obtain and forward, within the time periods
prescribed therein, (a) information statements to all beneficial owners on whose behalf it holds securities, and
(b) annual reports to security holders to beneficial owners on whose behalf it holds securities, unless the registrant
has notified the record holder or respondant bank that it has assumed responsibility to mail such material to beneficial
owners whose names, addresses and securities positions are disclosed pursuant to §240.14b-1(b)(3) and
§240.14b-2(b)(4)(ii) and (iii).
(b) Any registrant requesting pursuant to §240.14b-1(b) (3) and §240. 14b-2(b) (4) (ii) and (iii) a list of names, address and
securities positions of beneficial owners of its securities who either have consented or not objected to disclosure of such
information shall:
(1) By first class mail or other equally prompt means, inquire of each holder and each respondent bank identified to the
registrant pursuant to §240.14b-2(b)(4)(i) whether such record holder or respondent bank holds the registrant’s
securities on behalf of any respondent banks and, if so, the name and address of each such respondent bank:
(2) Request such list to be compiled as of a date no earlier than five business days after the date the registrant’s request
is received by the record holder or respondent bank; Provided, however, that if the record holder or respondent bank
has informed the registrant that a designated office(s) or department(s) is to receive such requests, the request shall
be made to such designated office(s) or department(s);
(3) Make such request to the following persons that hold the registrant’s securities on behalf of beneficial owners: all
brokers, dealers, banks, associations and other entities that exercise fiduciary powers; Provided, however, such
request shall not cover beneficial owners of exempt employee benefit plan securities as defined in §240.14a-1(d)(1);
and, at the option of the registrant, such request may give notice of any employee benefit plan established by an
affiliate of the registrant that holds securities of the registrant that the registrant elects to treat as exempt employee
benefit plan securities.
(4) Use the information furnished in response to such request exclusively for purposes of corporate communications;
and

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(5) Upon the request of any record holder or respondent bank to whom such request is made, pay the reasonable expenses,
both direct and indirect, of providing beneficial owner information.
Note: A registrant will be deemed to have satisfied its obligations under paragraph (b) of this section by requesting
consenting and non-objecting beneficial owner lists from a designated agent acting on behalf of the record holder
or respondent bank and paying to that designated agent the reasonable expenses of providing the beneficial owner
information.
(c) A registrant, at its option, may send by mail or other equally prompt means, its annual report to security holders to the
beneficial owners whose identifying information is provided by record holders and respondent banks, pursuant to
§240.14b-1(b)(3) and §240.14b-2(b)(4)(ii) and (iii), provided that such registrant notifies the record holders and
respondent banks at the time it makes the inquiry required by paragraph (a) of this section that the registrant will send
the annual report to security holders to the beneficial owners so identified.

(d) If a registrant furnishes information statements to record holders and respondent banks who hold securities on behalf of
beneficial owners, the registrant shall cause information statements and annual reports to security holders to be furnished
in accordance with §240.14c-2, to beneficial owners of exempt employee benefit plan securities.

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SCHEDULE 14C INFORMATION
[¶40. 501] Information Required in Information Statement
Reg. §240.14c-101.

SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No. ......... )
Check the appropriate box:
[ ] Preliminary Information Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2))
[ ] Definitive Information Statement

(Name of Registrant As Specified In Its Charter)
Payment of Filing Fee (Check the appropriate box):
[ ] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11
(1) Title of each class of securities to which transaction applies:

(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11
(set forth the amount on which the filing fee is calculated and state how it was determined):

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or
Schedule and the date of its filing.
(1) Amount Previously Paid:

(2) Form, Schedule or Registration Statement No.:

(3) Filing Party:

(4) Date Filed:

Note. Where any item, other than Item 4, calls for information with respect to any matter to be acted upon at the meeting or, if
no meeting is being held, by written authorization or consent, such item need be answered only with respect to proposals to be
made by the registrant. Registrants and acquirees that meet the definition of “small business issuer” under Rule 12b-2 of the
Exchange Act (§240.12b-2) shall refer to the disclosure items in Regulations S-B (§228.10 et seq. of this chapter) and not
Regulation S-K (§229.10 et seq. of this chapter). If there is no comparable disclosure item in Regulation S-B, small business issuers
need not provide the information requested. Small business issuers shall provide the financial information in Item 310 of
Regulation S-B in lieu of any financial statements required by Item 1 of §240.14c-101.
Item 1. Information Required by Items of Schedule 14A (17 CFR 240.14a-101.)
Furnish the information called for by all of the items of Schedule 14A of Regulation 14A (17 CFR 240.14a-101) (other than
Items 1(c), 2, 4 and 5 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. Notes A, C, D, and E to Schedule 14A are also applicable to Schedule 14C.
Item 2. Statement That Proxies Are Not Solicited
The following statement shall be set forth on the first page of the information statement in bold-face type:
We Are Not Asking You for a Proxy and You are Requested Not To Send Us a Proxy.
Item 3. 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 registrant at any time since the beginning of the last fiscal year.
(2) each nominee for election as a director of the registrant;
(3) each associate of any of the foregoing persons.
(b) Give the name of any director of the registrant who has informed the registrant in writing that he intends to oppose any
action to be taken by the registrant at the meeting and indicate the action which he intends to oppose.
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Item 4. Proposals by Security Holders
If any security holder entitled to vote at the meeting or by written authorization or consent has submitted to the registrant 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 the registrant shall, if a meeting
is held, make a statement to that effect, identify the proposal and indicate the disposition proposed to be made of the proposal by
the registrant 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 registrant intends to rule a proposal out of order, the Commission shall be so advised 20 calendar days prior to the date
the definitive 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.

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