Item 1013 -- Purposes, Alternatives, Reasons and Effects in a Going-Private Transaction
Purposes. State the purposes for the Rule
13e-3 transaction.
Alternatives. If the subject company or affiliate considered
alternative means to accomplish the stated purposes, briefly describe the
alternatives and state the reasons for their rejection.
Reasons. State the reasons for the structure of the Rule
13e-3 transaction and for undertaking the transaction at this time.
Effects. Describe the effects of the Rule 13e-3 transaction
on the subject company, its affiliates and unaffiliated security holders,
including the federal tax consequences of the transaction.
Instructions to Item 1013:
Conclusory statements will not be considered
sufficient disclosure in response to this section.
The description required by paragraph (d) of this section
must include a reasonably detailed discussion of both the benefits and detriments
of the Rule 13e-3 transaction to the subject company, its affiliates and unaffiliated
security holders. The benefits and detriments of the Rule 13e-3 transaction
must be quantified to the extent practicable.
If this statement is filed by an affiliate of the subject
company, the description required by paragraph (d) of this section must include,
but not be limited to, the effect of the Rule 13e-3 transaction on the affiliate's
interest in the net book value and net earnings of the subject company in
terms of both dollar amounts and percentages.
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