Item 1006 -- Purposes of the Transaction and Plans or Proposals
Purposes. State the purposes of the transaction.
Use of securities acquired. Indicate whether the securities
acquired in the transaction will be retained, retired, held in treasury, or
otherwise disposed of.
Plans. Describe any plans, proposals or negotiations
that relate to or would result in:
Any extraordinary transaction, such as a
merger, reorganization or liquidation, involving the subject company or
any of its subsidiaries;
Any purchase, sale or transfer of a material
amount of assets of the subject company or any of its subsidiaries;
Any material change in the present dividend
rate or policy, or indebtedness or capitalization of the subject company;
Any change in the present board of directors
or management of the subject company, including, but not limited to, any
plans or proposals to change the number or the term of directors or to
fill any existing vacancies on the board or to change any material term
of the employment contract of any executive officer;
Any other material change in the subject
company's corporate structure or business, including, if the subject company
is a registered closed-end investment company, any plans or proposals
to make any changes in its investment policy for which a vote would be
required by Section 13 of the Investment
Company Act of 1940;
Any class of equity securities of the subject
company to be delisted from a national securities exchange or cease to
be authorized to be quoted in an automated quotations system operated
by a national securities association;
Any class of equity securities of the subject
company becoming eligible for termination of registration under section
12(g)(4) of the Act;
The suspension of the subject company's obligation
to file reports under Section 15(d)
of the Act;
The acquisition by any person of additional
securities of the subject company, or the disposition of securities of
the subject company; or
Any changes in the subject company's charter,
bylaws or other governing instruments or other actions that could impede
the acquisition of control of the subject company.
Subject company negotiations. If the filing person
is the subject company:
State whether or not that person is undertaking
or engaged in any negotiations in response to the tender offer that relate
to:
A tender offer or other acquisition
of the subject company's securities by the filing person, any of its
subsidiaries, or any other person; or
Any of the matters referred to in
paragraphs (c)(1) through (c)(3) of this section; and
Describe any transaction, board resolution,
agreement in principle, or signed contract that is entered into in response
to the tender offer that relates to one or more of the matters referred
to in paragraph (d)(1) of this section.
Instruction to Item 1006(d)(1)
If an agreement in principle has not been reached at the time of filing, no
disclosure under paragraph (d)(1) of this section is required of the possible
terms of or the parties to the transaction if in the opinion of the board
of directors of the subject company disclosure would jeopardize continuation
of the negotiations. In that case, disclosure indicating that negotiations
are being undertaken or are underway and are in the preliminary stages is
sufficient.
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