Securities Lawyer's Deskbook                          published by The University of Cincinnati College of Law

Item 1004 -- Terms of the Transaction

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1. Material terms. State the material terms of the transaction.
   
   
   1. Tender offers. In the case of a tender offer, the information must include:
      
      
      1. The total number and class of securities sought in the offer;
         
         
      2. The type and amount of consideration offered to security holders;
         
         
      3. The scheduled expiration date;
         
         
      4. Whether a subsequent offering period will be available, if the transaction is a third-party tender offer;
         
         
      5. Whether the offer may be extended, and if so, how it could be extended;
         
         
      6. The dates before and after which security holders may withdraw securities tendered in the offer;
         
         
      7. The procedures for tendering and withdrawing securities;
         
         
      8. The manner in which securities will be accepted for payment;
         
         
      9. If the offer is for less than all securities of a class, the periods for accepting securities on a pro rata basis and the offeror's present intentions in the event that the offer is oversubscribed;
         
         
      10. An explanation of any material differences in the rights of security holders as a result of the transaction, if material;
          
          
      11. A brief statement as to the accounting treatment of the transaction, if material; and
          
          
      12. The federal income tax consequences of the transaction, if material.
          
          
   2. Mergers or similar transactions. In the case of a merger or similar transaction, the information must include:
      
      
      1. A brief description of the transaction;
         
         
      2. The consideration offered to security holders;
         
         
      3. The reasons for engaging in the transaction;
         
         
      4. The vote required for approval of the transaction;
         
         
      5. An explanation of any material differences in the rights of security holders as a result of the transaction, if material;
         
         
      6. A brief statement as to the accounting treatment of the transaction, if material; and
         
         
      7. The federal income tax consequences of the transaction, if material.
         
         

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   Instruction to Item 1004(a):
   
   If the consideration offered includes securities exempt from registration under the Securities Act of 1933, provide a description of the securities that complies with Item 202 of Regulation S-K. This description is not required if the issuer of the securities meets the requirements of General Instructions I.A, I.B.1 or I.B.2, as applicable, or I.C. of Form S-3 and elects to furnish information by incorporation by reference; only capital stock is to be issued; and securities of the same class are registered under section 12 of the Exchange Act and either are listed for trading or admitted to unlisted trading privileges on a national securities exchange; or are securities for which bid and offer quotations are reported in an automated quotations system operated by a national securities association.

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2. Purchases. State whether any securities are to be purchased from any officer, director or affiliate of the subject company and provide the details of each transaction.
   
   
3. Different terms. Describe any term or arrangement in the Rule 13e-3 transaction that treats any subject security holders differently from other subject security holders.
   
   
4. Appraisal rights. State whether or not dissenting security holders are entitled to any appraisal rights. If so, summarize the appraisal rights. If there are no appraisal rights available under state law for security holders who object to the transaction, briefly outline any other rights that may be available to security holders under the law.
   
   
5. Provisions for unaffiliated security holders. Describe any provision made by the filing person in connection with the transaction to grant unaffiliated security holders access to the corporate files of the filing person or to obtain counsel or appraisal services at the expense of the filing person. If none, so state.
   
   
6. Eligibility for listing or trading. If the transaction involves the offer of securities of the filing person in exchange for equity securities held by unaffiliated security holders of the subject company, describe whether or not the filing person will take steps to assure that the securities offered are or will be eligible for trading on an automated quotations system operated by a national securities association.
   
   

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