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(6) If the solicitation is made otherwise than on behalf of the management of the issuer, so state and give the names of the persons on whose behalf it is made.
(c) State the names of the persons by whom the cost of the solicitation has been or will be borne, directly or indirectly.
(d) If the solicitation is made otherwise than by use of the mails, state the methods used. If the solicitation is made by specially engaged employees of the issuer or other paid solicitors, state (1) the material features of any contract or arrangement for such solicitation, (2) the cost or anticipated cost thereof, and (3) the approximate number of specially engaged employees of the issuer or employees of any other person (naming such other person) who will solicit proxies.
Item 4. Interest of Certain Persons in Matters To Be Acted Upon.
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:
(a) If the solicitation is made on behalf of the management, each person who has been a director or officer of the issuer at any time since the beginning of the last fiscal
year. (6) If the solicitation is made otherwise than on behalf of the management, each person on whose behalf the solicitation is made.
(c) Each nominee for election as a director of the issuer. (d) Each associate of the foregoing persons.
Instruction. This item does not apply to any interest arising from the ownership of securities of the issuer where the security holder receives no extra or special benefit not shared on a pro rata basis by all other holders of the same class.
Item 5. Voting Securities and Principal Holders Thereof.
(a) State as to each class of voting securities of the issuer entitled to be voted at the meeting, the number of shares outstanding and the number of votes to which each class is entitled.
(6) Give the date as of which the record of security holders entitled to vote at the meeting will be determined. If the right to vote is not limited to security holders of record on that date, indicate the conditions under which other security holders may be entitled to vote.
(c) If action is to be taken with respect to the election of directors and if the persons solicited have cumulative voting rights, make a statement that they have such rights and state briefly the conditions precedent to the exercise thereof.
(d) If to the knowledge of the persons on whose behalf the solicitation is made, any person owns of record or beneficially more than 10 percent of the outstanding voting securities of the issuer, name such person, state the approximate amount of such securities owned of record but not owned beneficially and the approximate amount owned beneficially by such person and the percentage of outstanding voting securities represented by the amount of securities so owned in each such manner.
Item 6. Nominees and Directors.
(a) If action is to be taken with respect to the election of directors, furnish the following information, in tabular form to the extent practicable, with respect to each person nominated for election as a director and each other person whose term of office as a director will continue after the meeting:
(1) Name each such person, state when his term of office or the term of office for which he is a nominee will expire, and all other positions and offices with the issuer presently held by him, and indicate which persons are nominees for election as directors at that meeting.
(2) State his present principal occupation or employment and give the name and principal business of any corporation or other organization in which such employment is carried on. Furnish similar information as to all of his principal occupations or employments during the last five years, unless he is now a director and was elected to his present term of office by a vote of security holders at a meeting for which proxies were solicited under this regulation.
(3) If he is or has previously been a director of the issuer state the period or periods during which he has served as such.
(4) State, as of the most recent practicable date, the approximate amount of each class of equity securities of the issuer or any of its parents or subsidiaries, other than directors' qualifying shares, beneficially owned directly or indirectly by him. If he is not the beneficial owner of any such securities, make a statement to that effect.
(5) If more than 10% of any class of securities of the issuer or any of its parents or subsidiaries are beneficially owned by him and his associates, state the approximate amount of each class of such securities beneficially owned by such associates,
naming each associate whose holdings are substantial. (6) If any nominee for election as a director is proposed to be elected pursuant to any arrangement or understanding between the nominee and any other person or persons, except the directors and officers of the issuer acting solely in that capacity, name such other person or persons and describe briefly such arrangement or understanding. Item 7. Remuneration and Other Transactions With Management
and Others. Furnish the information called for by this item if action is to be taken with respect to (i) the election of directors, (ü) any bonus, profit sharing or other remuneration plan, contract or arrangement in which any director, nominee for election as a director, or officer of the issuer will participate, (iii) any pension or retirement plan in which any such person will participate, or (iv) the granting or extension to any such person of any options, warrants or rights to purchase any securities, other than warrants or rights issued to security holders, as such, on a pro-rata basis. However, if the solicitation is made on behalf of persons other than the management, the information required need be furnished only as to nominees for election as directors and as to their associates.
(a) Furnish the following information in substantially the tabular form indicated below as to all direct remuneration paid by the issuer and its subsidiaries during the issuer's last fiscal year to the following persons for services in all capacities :
(1) Each director, and each of the three highest paid officers, of the issuer whose direct aggregate remuneration exceeded $30,000, naming each such person.
(2) All directors and officers of the issuer as a group, without naming them.
Instructions. 1. This item applies to any person who was a director or officer of the issuer at any time during the period specified. However, information need not be given for any portion of the period during which such person was not a director or officer of the issuer.
2. The information is to be given on an accrual basis if practicable. The tables required by this paragraph and paragraph (6) may be combined if the issuer so desires.
3. Do not include remuneration paid to a partnership in which any director or officer was a partner, but see paragraph (f) below. (6) Furnish the following information, in substantially the tabular form indicated, as to all pension or retirement benefits proposed to be paid under any existing plan in the event of retirement at normal retirement date, directly or indirectly, by the issuer or any of its subsidiaries to each director or officer named in answer to paragraph (a) (1):
Instructions. 1. The term "plan" in this paragraph and in paragraph (c) includes all plans, contracts, authorizations or arrangements, whether or not set forth in any formal document.
2. Column (B) need not be answered with respect to payments computed on an actuarial basis under any plan which provides for fixed benefits in the event of retirement at a specified age or after a specified number of years of service.
3. The information called for by Column (C) may be given in a table showing the annual benefits payable upon retirement to persons in specified salary classifications.
4. In the case of any plan (other than those specified in instruction 2) where the amount set aside each year depends upon the amount of earnings of the issuer or its subsidiaries for such year or a prior year, or where it is otherwise impracticable to state the estimated annual benefits upon retirement, there shall be set forth, in lieu of the informa. tion called for by Column (C), the aggregate amount set aside or accrued to date, unless it is impracticable to do so, in which case there shall be
stated the method of computing such benefits. (c) Describe briefly all remuneration payments (other than direct remuneration for services and pension or retirement benefits) proposed to be made in the future directly or indirectly by the issuer or any of its subsidiaries pursuant to any existing plan or arrangement to (i) each director or officer named in answer to paragraph (a) (1), naming each such person, and (ii) all directors and officers of the issuer as a group, without naming them.
Instruction. Information need not be included as to payments to be made for, or benefits to be received from group life or accident insurance,
group hospitalization or similar group payments or benefits. (d) Furnish the following information as to all options to purchase securities, from the issuer or any of its subsidiaries, which were granted to or exercised by the following persons since the beginning of the issuer's last fiscal year: (i) each director or officer named in answer to paragraph (a) (1), naming each such person; and (ii) all directors and officers of the issuer as a group, without naming them:
(1) As to options granted, state (i) the title and amount of securities called for; (ii) the prices, expiration dates and other material provisions; (ii) the consideration received for the granting thereof; and (iv) the market value of the securities called for on the granting date.
(2) As to options exercised, state (i) the title and amount of securities purchased; (ii) the purchase price; and (iii) the market value of the securities purchased on the date of purchase.
Instructions. 1. The term "options" as used in this paragraph (d) includes all options, warrants or rights other than those issued to security holders as such on a pro rata basis.
2. The extension of options shall be deemed the granting of options within the meaning of this paragraph.
3. (i) Where the total market value on the granting dates of the securities called for by all options granted during the period specified does not exceed $10,000 for any officer or director named in answer to paragraph (a) (1), or $30,000 for all officers and directors as a group, this item need not be answered with respect to options granted to such person or group. (ii) Where the total market value on the dates of purchase of all securities purchased through the exercise of options during the period specified does not exceed $10,000 for any such person or $30,000 for such group, this item need not be answered with respect to options exercised by such person or group.
4. The information for all directors and officers as a group regarding market value of the securities on the granting date of the options and on the purchase date, may be given in the form of price ranges for each
calendar quarter during which options were granted or exercised. (e) State as to each of the following persons who was indebted to the issuer or its subsidiaries at any time since the beginning of the last fiscal year of the issuer, (i) the largest aggregate amount of indebtedness outstanding at any time during such period, (ii) the nature of the indebtedness and of the transaction in which it was incurred, (iii) the amount thereof outstanding as of the latest practicable date, and (iv) the rate of interest paid or charged thereon:
(1) Each director or officer of the issuer; (2) Each nominee for election as a director; and, (3) Each associate of any such director, officer or nominee. Instructions. 1. See instruction 1 to paragraph (a). Include the name of each person whose indebtedness is described and the nature of the relationship by reason of which the information is required to be given.
2. This paragraph does not apply to any person whose aggregate indebtedness did not exceed $10,000 or 1% of the issuer's total assets, whichever is less, at any time during the period specified. Exclude in the determination of the amount of indebtedness all amounts due from the particular person for purchases subject to usual trade terms, for ordinary travel and expense advances and for other transactions in the
ordinary course of business. (f) Describe briefly, and where practicable state the approximate amount of, any material interest, direct or indirect, of any of the following persons in any material transactions since the beginning of the issuer's last fiscal year, or in any material proposed trans