Item 1005 -- Past Contacts, Transactions, Negotiations and Agreements
Transactions. Briefly state the nature and approximate
dollar amount of any transaction, other than those described in paragraphs
(b) or (c) of this section, that occurred during the past two years, between
the filing person (including any person specified in Instruction C of the
schedule) and;
The subject company or any of its affiliates
that are not natural persons if the aggregate value of the transactions
is more than one percent of the subject company's consolidated revenues
for:
The fiscal year when the transaction
occurred; or
The past portion of the current fiscal
year, if the transaction occurred in the current year; and
Instruction to Item 1005(a)(1):
The information required by this Item may be based on information in the
subject company's most recent filing with the Commission, unless the filing
person has reason to believe the information is not accurate.
Any executive officer, director or affiliate
of the subject company that is a natural person if the aggregate value
of the transaction or series of similar transactions with that person
exceeds $60,000.
Significant corporate events. Describe any negotiations,
transactions or material contacts during the past two years between the filing
person (including subsidiaries of the filing person and any person specified
in Instruction C of the schedule) and the subject company or its affiliates
concerning any:
Merger;
Consolidation;
Acquisition;
Tender offer for or other acquisition of
any class of the subject company's securities;
Election of the subject company's directors;
or
Sale or other transfer of a material amount of assets
of the subject company.
Negotiations or contacts. Describe any negotiations
or material contacts concerning the matters referred to in paragraph (b) of
this section during the past two years between:
Any affiliates of the subject company; or
The subject company or any of its affiliates
and any person not affiliated with the subject company who would have
a direct interest in such matters.
Instruction to paragraphs (b) and (c) of Item 1005
Identify the person who initiated the contacts or negotiations.
Conflicts of interest. If material, describe any
agreement, arrangement or understanding and any actual or potential conflict
of interest between the filing person or its affiliates and:
The subject company, its executive officers,
directors or affiliates; or
The offeror, its executive officers, directors
or affiliates.
Instruction to Item 1005(d)
If the filing person is the subject company, no disclosure called for by this
paragraph is required in the document disseminated to security holders, so
long as substantially the same information was filed with the Commission previously
and disclosed in a proxy statement, report or other communication sent to
security holders by the subject company in the past year. The document disseminated
to security holders, however, must refer specifically to the discussion in
the proxy statement, report or other communication that was sent to security
holders previously. The information also must be filed as an exhibit to the
schedule.
Agreements involving the subject company's securities.
Describe any agreement, arrangement, or understanding, whether or not legally
enforceable, between the filing person (including any person specified in
Instruction C of the schedule) and any other person with respect to any securities
of the subject company. Name all persons that are a party to the agreements,
arrangements, or understandings and describe all material provisions.
Instructions to Item 1005(e)
The information required by this Item
includes: the transfer or voting of securities, joint ventures, loan or
option arrangements, puts or calls, guarantees of loans, guarantees against
loss, or the giving or withholding of proxies, consents or authorizations.
Include information for any securities
that are pledged or otherwise subject to a contingency, the occurrence
of which would give another person the power to direct the voting or disposition
of the subject securities. No disclosure, however, is required about standard
default and similar provisions contained in loan agreements.
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