Section 203.10  Authority, Application and Effective Date

 

This Part is prescribed by the Director of Insurance under the authority granted him in Subsection (a) of Section 28.2 of the Illinois Insurance Code by which the Director is authorized to regulate proxies, consents, and authorizations in respect to securities issued by a company subject to Article II of the Illinois Insurance Code.  This Part is applicable to each domestic stock company which has any class of equity security held of record by 100 or more persons.  But, this Part does not apply to any company if 95 per cent or more of its equity securities are owned or controlled by a parent or an affiliated company and the remaining securities are held of record by less than 500 persons.  A domestic stock company which files with the Securities and Exchange Commission forms of proxies, consents and authorizations complying with the requirements of the Securities Exchange Act of 1934 (15 U.S.C. 78a et seq.), as amended, and the applicable regulations promulgated thereunder, is exempt from this Part with respect to any class of securities subject to Securities and Exchange Commission (SEC) jurisdiction. This Part is effective on January 1, 1970.

 

Section 203.20  Proxies, Consents and Authorizations

 

No domestic stock company, or any director, officer or employee of such company subject to Section 203.10 of this Part or any other person, may solicit, or permit the use of his name to solicit by mail or otherwise, any proxy, consent or authorization concerning any class of equity security of the company held of record by 100 or more persons in contravention of this Part and Exhibits A and B, which are a part of this Part.

 

Section 203.30  Disclosure of Equivalent Information

 

If proxies, consents or authorizations concerning any class of equity security of a domestic company subject to Section 203.10 are not solicited by or on behalf of the management of the company from the holders of record of the security in accordance with this Part and Exhibits prior to any annual or other meeting of the security holders, the company must, in accordance with this Part and such other Parts as the Director may adopt, file with the Director and transmit to all security holders of record information substantially equivalent to the information which would be required to be transmitted if a solicitation were made.  The company must transmit a written information statement containing the information specified in Subsection (d) of Section 203.50 to every security holder who is entitled to vote in regard to any matter to be acted upon at the meeting and from whom a proxy is not solicited on behalf of the management of the company.  But, in the case of a class of securities in unregistered or bearer form, the statement must be transmitted only to those security holders whose names and addresses are known to the company.

 

Section 203.40  Definitions

 

a)         For purposes of this Part the term "company" is defined in Subsection (e) of Section 2 of the Illinois Insurance Code (Ill. Rev. Stat. 1981, ch. 73, par. 614).

 

b)         The terms "solicit" and "solicitation" for purposes of this Part include:

 

1)         Any request for a proxy, whether or not accompanied by or included in a form of proxy; or

 

2)         any request to execute or not to execute, or to revoke, a proxy; or

 

3)         the furnishing of a form of proxy or other communication to security holders under circumstances reasonably calculated to result in the procurement, withholding or revocation of a proxy.

 

c)         The terms "solicit" and "solicitation" do not include:

 

1)         any solicitation by a person concerning securities of which he is the beneficial owner;

 

2)         action by a broker or other person concerning securities carried in his name or in the name of his nominee in forwarding to the beneficial owner of the securities soliciting material received from the company, or impartially instructing the beneficial owner to forward a proxy to the person, in any, to whom the beneficial owner desires to give a proxy, or impartially requesting instructions from the beneficial owner concerning the authority to be conferred by the proxy and stating that a proxy will be given if the instructions are received by a certain date;

 

3)         the furnishing of a form of proxy to a security holder upon the unsolicited request from the security holder, or the performance by any person of ministerial acts on behalf of a person soliciting a proxy.

 

(Source:  Amended at 2 Ill. Reg. 48, p. 38, effective November 30, 1978)

 

Section 203.50  Information to Be Furnished to Security Holders

 

a)         No solicitation subject to this Part may be made unless each person is concurrently furnished or has previously been furnished with a written proxy statement containing the information specified in Exhibit A.

 

b)         If the solicitation is made on behalf of the management of the company and relates to an annual meeting of security holders at which directors are to be elected, each proxy statement furnished pursuant to Subsection (a) must be accompanied or preceded by an annual report (in preliminary or final form) to the security holders containing such financial statements for the fiscal year as are referred to in Schedule SIS of the annual statement form as prescribed by the National Association of Insurance Companies (N.A.I.C.) under the heading "Financial Reporting to Stockholders".  Subject to the requirements with respect to financial statements, the annual report to security holders may be in any form deemed suitable by the management which meets the requirements of law.  If there is more than one security holder in a household, the company may, upon written authorization of all such security holders in the same household, send only one annual report to the security holder so designated by those security holders resident in the same household.

 

c)         One copy of each report sent to the security holders under this Section must be mailed to the Director not later than the date on which the report is first sent or given to security holders or the date on which preliminary copies of solicitation material are filed with the Director under Subsection (a) of Section 203.70, whichever date is later.

 

d)         If no solicitation is being made by management of the company with respect to any annual or other meeting, the company must mail to every security holder of record at least 20 days prior to the meeting date, and information statement as required by Section 203.30, containing the information called for by all of the Items of Exhibit A, other than Items 1, 3 and 4, which would be applicable to any matter to be acted upon at the meeting if proxies were to be solicited in connection with the meeting.  If the information statement relates to an annual meeting at which directors are to be elected, it must be accompanied by an annual report to the security holders in the form provided in Subsection (b) of this Subpart.

 

(Source:  Amended at 2 Ill. Reg. 48, p. 38, effective November 30, 1978)

 

Section 203.60  Requirements as to Proxy and Information Statement

 

a)         The form of proxy:

 

1)         must indicate in bold-face type whether or not the proxy is solicited on behalf of the management;

 

2)         must provide a specifically designated blank space for dating the proxy; and

 

3)         must identify clearly and impartially each matter or group of related matters intended to be acted upon, whether proposed by the management, or security holders.

 

No reference need be made to proposals as to which discretionary authority is conferred under Subsection (c) of this Section.

 

b)        

 

1)         Means must be provided in the proxy for the person solicited to specify by ballot a choice between approval or disapproval of each matter or group of related matters referred to therein, other than elections to office. A proxy may confer discretionary authority with respect to matters as to which a choice is not specified if the form of proxy states in bold-face type how it is intended to vote the shares or authorization represented by the proxy in each case.

 

2)         A form of proxy which provides both for elections to office and for action on other specified matters must be prepared so as to clearly provide, by a box or otherwise, means by which the security holder may withhold authority to vote for elections to office.  Any form of proxy which is executed by the security holder in such manner as not to withhold authority to vote for elections to office grants that authority, if the form of proxy so states in bold-face type.

 

c)         A proxy may confer discretionary authority concerning other matters which may come before the meeting, if the persons on whose behalf the solicitation is made are not aware a reasonable time prior to the time the solicitation is made that any other matters are to be presented for action at the meeting and if a specific statement to that effect is made in the proxy statement or in the form of proxy.

 

d)         No proxy may confer authority:

 

1)         to vote for the election of any person to any office for which a bona fide nominee is not named in the proxy statement, or

 

2)         to vote at any annual meeting other than the next annual meeting (or any adjournment thereof) to be held after the date on which the proxy statement and form of proxy are first sent or given to security holders.

 

e)         The proxy statement or form of proxy must provide, subject to reasonable specified conditions, that the proxy will be voted and that where the person solicited specifies, by means of ballot provided under Subsection (b) of this Section, a choice with respect to any matter to be acted upon, the vote will be in accordance with the specifications so made.

 

f)         The information included in the proxy statement or information statement must be clearly presented and the statements made must be divided into groups according to subject matter, with appropriate headings.  All printed proxy statements or information statements must be clearly and legibly presented.

 

Section 203.70  Material Required to Be Filed

 

a)         Two preliminary copies of the information statement or the proxy statement and form of proxy and any other soliciting material to be furnished to security holders concurrently therewith must be filed with the Director at least 10 days prior to the date definitive copies of this material are first sent or given to security holders, or any shorter period prior to that date which the Director may authorize upon a showing of good cause.

 

b)         Two preliminary copies of any additional soliciting material relating to the same meeting or subject matter to be furnished to security holders subsequent to the proxy statements must be filed with the Director at least 2 days (exclusive of Saturdays, Sundays or holidays) prior to the date copies of this material are first sent or given to security holders or any shorter period prior to that date which the Director may authorize upon a showing of good cause.

 

c)         Two definitive copies of the information statement or the proxy statement, form of proxy and all other soliciting material, in the form in which this material is furnished to security holders, must be filed with, or mailed for filing to, the Director not later than the date the material is first sent or given to the security holders.

 

d)         Where any information statement or proxy statement, form of proxy or other material filed under this Part is amended or revised, 2 of the copies must be clearly marked to show the changes.

 

e)         Copies of replied to inquiries from security holders requesting further information and copies of communications which do no more than request that forms of proxy previously solicited be signed and returned need not be filed.

 

f)         Notwithstanding subsections (a) and (b) of this Section and of Subsections (e) of Section 203.100, copies of soliciting material in the form of speeches, press releases and radio or television scripts may, but need not, be filed with the Director prior to use or publication.  Definitive copies, however, must be filed with or mailed for filing to the Director as required by subsection (e) of this Section not later than the date on which material is used or published.  Subsections (a) and (b) of this Section and subsection (e) of Section 203.100 do apply, however, to any reprints or reproductions of all or any part of such material.

 

Section 203.80  False or Misleading Statements

 

No proxy statement, form of proxy, notice of meeting, information statement or other communication, written or oral, subject to this Part, may contain any statement which at the time and in the light of the circumstances under which it is made, is false or misleading with respect to any material fact, or which omits to state any material fact necessary in order to make the statements therein not false or misleading or necessary to correct any statement in any earlier communication with respect to the same meeting or subject matter which has become false or misleading.

 

Section 203.90  Prohibition of Certain Solicitation

 

No person making a solicitation which is subject to this Part may solicit any updated or postdated proxy or any proxy which provides that it is considered to be dated as of any date subsequent to the date on which it is signed by the security holder.

 

Section 203.100  Special Provisions Applicable to Election Contests

 

a)         Applicability

            This Section applies to any solicitation subject to the Part by any person or group for the purpose of opposing a solicitation subject to this Part by any other person or group with respect to the election or removal of director at any annual or special meeting of security holders.

 

b)         "Participant" or "Participant in a Solicitation".

 

1)         For purposes of this Section, the term "participant" and "participant in a solicitation" include:

 

A)        the company;

 

B)        any director of the company, and any nominee for whose election as a director proxies are solicited;

 

C)        any other person, acting alone or with one or more other persons, committees or groups, in organizing, directing or financing the solicitation.

 

2)         For the purpose of this Section, the terms "participant" and "participant in a solicitation" do not include:

 

A)        a bank, broker or dealer who, in the ordinary course of business, lends money or executes orders for the purchase or sale of securities and who is not otherwise a participant;

 

B)        any person or organization retained or employed by a participant to solicit security holders or any person who merely transmits soliciting material or performs ministerial or clerical duties;

 

C)        any person employed in the capacity of attorney, accountant or advertising, public relations or financial adviser, and whose activities are limited to the performance of his duties in the course of his employment;

 

D)        any person regularly employed as an officer or employee of the company or any of its subsidiaries or affiliates who is not otherwise a participant; or

 

E)        any officer or director of, or any person regularly employed by any other participant, if that officer, director, or employee is not otherwise a participant.

 

c)         Filing of Information Required by Schedule B.

 

1)         No solicitation subject to this Section may be made by any person other than the management of a company unless at least 5 business days prior thereto, or any shorter period that the Director may authorize upon a showing of good cause, there has been filed with the Director by or on behalf of each participant in the solicitation, a statement in duplicate containing the information specified by Exhibit B and a copy of any material proposed to be distributed to security holders in furtherance of the solicitation. When preliminary copies of any materials are filed, distribution to security holders should be deferred until the Director's comments have been received and complied with.

 

2)         Within 5 business days after a solicitation subject to this Section is made by the management of a company, or any longer period that the Director may authorize upon a showing of good cause, there must be filed with the Director by or on behalf of each management nominee for director, a statement in duplicate containing the information specified by Exhibit B.

 

3)         If any solicitation on behalf of management or any other person has been made, or if proxy material is ready for distribution prior to an opposition solicitation subject to this Section, a statement in duplicate containing the information specified in Exhibit B must be filed with the Director by or on behalf of each participant other than the company in the prior solicitation, as soon as reasonably practical after the commencement of the opposition solicitation.

 

4)         If, subsequent to the filing of the statements required by paragraphs (1), (2), and (3) of this Subsection, additional persons become participants in a solicitation subject to this Section, there must be filed with the Director, by or on behalf of each of those persons, a statement in duplicate containing the information specified in Exhibit B, within 3 business days after the person becomes a participant, or any longer period that the Director may authorize upon a showing of good cause.

 

5)         If any material change occurs in the facts reported in any statement filed by or on behalf of any participant, an appropriate amendment to the statement must be filed promptly with the Director.

 

6)         Each statement and amendment filed under this Section is part of the public files of the Director.

 

d)         Solicitations Prior to Furnishing Required Written Proxy Statement.

            Notwithstanding subsection (a) of Section 203.50, a solicitation subject to this Section may be made prior to furnishing security holders a written proxy statement containing the information specified in Schedule A concerning the solicitation if:

 

1)         The statements required by subsection (c) of this Section are filed by or on behalf of each participant in the solicitation.

 

2)         No form of proxy is furnished to security holders prior to the time the written proxy statement required by subsection (a) of Section 203.50 is furnished to the security holders.  But, this paragraph (2) does not apply when a proxy statement then meeting the requirements of Exhibit A has been furnished to security holders.

 

3)         At least the information specified in paragraphs (2) and (3) of the statements required by subsection (c) of this Section to be filed by each participant, or an appropriate summary thereof, are included in each communication sent or given to security holders in connection with the solicitation.

 

4)         A written proxy statement containing the information specified in Exhibit A concerning a solicitation is sent or given security holders at the earliest practical date.

 

e)         Solicitations Prior to Furnishing Required Written Proxy Statement – Filing Requirements.

            Two copies of any soliciting material proposed to be sent or given to security holders prior to the furnishing of the written proxy statement required by Subsection (a) of Section 203.50 must be filed with the Director in preliminary form at least 5 business days prior to the date definitive copies of the material are first sent or given to the security holders, or any shorter period that the Director may authorize upon a showing of good cause.

 

f)         Application of This Section to Annual Report.

            Notwithstanding subsections (b) and (c) of Section 203.50, two copies of any portion of the annual report referred to in Subsection (b) of Section 203.50, which comments upon or refers to any solicitation subject to this Section, or to any participant in that solicitation, other than the solicitation by the management, must be filed with the Director, as proxy material subject to this Part.  That portion of the report must be filed with the Director, in preliminary form, at least 5 business days prior to the date copies of the report are first sent or given to security holders.

 

Section 203.110  Proposals From Security Holders

 

a)         If any security holder entitled to vote at a meeting of the company submits to the management of the company a proposal which is accompanied by notice of his intention to present the proposal for action at the meeting a reasonable time before the solicitation is made, the management must include the proposal in its proxy statement, identify the proposal in its proxy and provide means by which the choices allowed for in subsections (b) and (c) of Section 203.60 can be made.  Such a proposal submitted with respect to an annual meeting more than 60 days in advance of a day corresponding to the first date on which management proxy soliciting material was released to security holders in connection with the last annual meeting of the company is prima facie considered to be submitted a reasonable time before the solicitation. But this Section does not apply to elections to office.

 

b)         If the management opposes the proposal, it must also, at the request of the security holder, include in its proxy statement the name and address of the proposer and a statement by that person of not more than 100 words in support of the proposal.  The statement and request must be furnished to the management at the same time that the proposal is furnished.  Neither the management nor the company is responsible for the statement.

 

c)         Management may omit a proposal and any statement in support thereof from its proxy statement and form of proxy under any of the following circumstances:

 

1)         If the proposal as submitted is not a proper subject for action by security holders under the laws of this State; or

 

2)         If it clearly appears that the proposal is submitted primarily for the purpose of enforcing a personal claim or redressing a personal grievance against the company or its management, or primarily for the purpose of promoting general economic, political, racial, religious, social or similar causes; or

 

3)         If the management has, at the security holder's request, included a proposal in its proxy statement and form of proxy relating to either of the last 2 annual meetings or any special meeting held subsequent to the earlier of those 2 annual meetings and the security holder has failed, without good cause, to represent the proposal, in person or by proxy, for action at the meeting; or

 

4)         If substantially the same proposal has previously been submitted in the management's proxy statement and form of proxy relating to any annual or special meeting held within the preceding 5 calendar years, it may be omitted from the management's proxy material relating to any meeting held within the 3 calendar years after the latest previous submission, if the proposal received less than 5 per cent of the total number of votes cast on the proposal at the time of its latest submission; or

 

5)         If the proposal consists of a recommendation or request that the management take action concerning a matter relating to the conduct of the ordinary business operations of the company.

 

d)         Whenever the management asserts that a proposal and any statement in support of the proposal may properly be omitted from its proxy statement and form of proxy, it must file with the Department, not later than 20 days prior to the date the preliminary copies of the proxy statement and form of proxy are filed under Subsection (a) of Section 203.70, or any shorter period prior to such date that the Director may permit, a copy of the proposal and any statement in support of the proposal received from the security holder, together with a statement of the reasons why the management considers its omission to be proper and, when those reasons are based on matters of law, a supporting opinion of counsel.  At the same time the management must, if it has not already done so, notify the security holder submitting the proposal of its intention to omit the proposal from its proxy statement and form of proxy and must forward to him a copy of the statement of the reasons why the management considers its omission of the proposal to be proper and a copy of any supporting opinion of counsel.

Section 203.EXHIBIT A   Information Required in Proxy Statement or Information Statement

 

Item 1.             Revocability of Proxy

 

State whether or not the person giving the proxy has the power to revoke it.  If the right of revocation before the proxy is exercised is limited or is subject to compliance with any formal procedure, briefly describe that limitation or procedure.

 

Item 2.             Dissenters' Rights of Appraisal.

 

Outline briefly the rights of appraisal or similar rights of dissenting security holders concerning any matter to be acted upon and indicate any statutory procedure required to be followed by those security holders in order to perfect their rights.  Where those rights may be exercised only within a limited time after the date of the adoption of a proposal, the filing of an amendment to Articles of Incorporation, or other similar act, state whether the person solicited will be notified of such date.

 

Item 3.             Persons Making Solicitation Not Subject to Section 203.100

 

a)         If the solicitation is made by the management of the company, so state. Give the name of any director of the company who has informed the management in writing that he intends to oppose any action intended to be taken by the management and indicate the action which he intends to oppose.

 

b)         If the solicitation is made other than by the management of the company, state the names and addresses of the persons by whom and on whose behalf it is made and the names and addresses of the persons by whom the cost of solicitation has been or will be borne, directly or indirectly.

 

c)         If the solicitation is to be made by specially engaged employees or paid solicitors, state (i) the material features of any contract or arrangement for the solicitation and identify the parties, and (ii) the cost or anticipated cost thereof.

 

Item 4.             Interest of Certain Persons in Matters to Be Acted Upon.

 

Describe briefly any substantial interests, directly or indirectly, by security holdings or otherwise, of any director, nominee for election as director, officer and, if the solicitation is made other than on behalf of management, each person on whose behalf the solicitation is made, in any matter to be acted upon, other than elections to office.

 

Item 5.             Voting Securities

 

a)         State, as to each class of voting securities of the company entitled to be voted at the meeting, the number of shares outstanding and the number of votes to which each class is entitled.

 

b)         Give the date as of which the record list 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 concerning 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 of those rights.

 

Item 6.             Nominees and Directors

 

If action is to be taken concerning the election of directors, furnish the following information, in tabular form to the extent practical, 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:

 

a)         Name each 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 company presently held by him, and indicate which persons are nominees for election as directors at the meeting;

 

b)         State his present principal occupation or employment and the name and principal business of any corporation or other organization by which he is employed.  Furnish similar information as to all of his principal occupations or employments during the last 5 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;

 

c)         If he is or has previously been a director of the company, state the period or periods during which he served as a director of the company; and

 

d)         State, as of the most recent practical date, the approximate number of shares of each class of equity securities of the company or any of its parents, subsidiaries or affiliates other than director's qualifying shares, beneficially owned directly or indirectly by him.  If he is not the beneficial owner of any of those securities, make a statement to that effect.

 

Item 7.             Remuneration and other Transactions With Management and Others.

 

Furnish the information reported or required in Item One of Schedule SIS of the annual statement form as prescribed by the N.A.I.C. under the heading "Information Regarding management and Directors" if action is to be taken concerning (a) the election of directors, (b) any remuneration plan, contract or arrangement in which any director, nominee for election as a director, or officer of the company will participate, (c) any pension or retirement plan in which any such person will participate, or (d) 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 all security holders on a pro rata basis.  If the solicitation is made on behalf of persons other than the management, information need be furnished only as to Item 1A of the described heading of Schedule SIS.

 

Item 8.             Bonus, Profit Sharing and Other Remuneration Plans.

 

If action is to be taken concerning any bonus, profit sharing, or other remuneration plan of the company, furnish the following information:

 

a)         A brief description of the material features of the plan, each class of persons who will participate in the plan, the approximate number of persons in each class, and the basis of participation;

 

b)         The amounts which would have been distributable under the plan during the last calendar year to (1) each person named in Item 7 of this Exhibit, (2) directors and officers as a group, and (3) all other employees as a group, if the plan had been in effect as to other employees; and

 

c)         If the plan to be acted upon may be amended (other than by a vote of security holders) in a manner which would materially increase the cost to the company or would materially alter the allocation of the benefits as between the groups specified in paragraph (b) of this Item, the nature of the amendments must be specified.

 

Item 9.             Pension and Retirement Plans.

 

If action is to be taken concerning any pension or retirement plan of the company, furnish the following information:

 

a)         A brief description of the material features of the plan, each class of persons who will participate in the plan, the approximate number of persons in each class, and the basis of participation;

 

b)         State (1) the approximate total amount necessary to fund the plan with respect to past services, the period over which the amount is to be paid, and the estimated annual payments necessary to pay the total amount over the period; (2) the estimated annual payment to be made for current services; and (3) the amount of the annual payments to be made for the benefit of (i) each person named in Item 7 of this Exhibit, (ii) directors and officers as a group and (iii) employees as a group; and

 

c)         If the plan to be acted upon may be amended (other than by a vote of security holders) in a manner which would materially increase the cost thereof to the company or would materially alter the allocation of the benefits between the groups specified in sub-paragraph (3) of sub-paragraph (b) of this Item, the nature of the amendments must be specified.

 

Item 10.           Options, Warrants, or Rights.

 

If action is to be taken concerning the granting or extension of any options, warrants or rights (all referred to in this Item as "warrants") to purchase equity securities of the company or any subsidiary or affiliate, other than warrants issued to all security holders on a pro rate basis, furnish the following information:

 

a)         The title and number of shares of securities called for or to be called for, the prices, expiration dates and other material conditions upon which the warrants may be exercised, the consideration received or to be received by the company, subsidiary or affiliate for the granting or extension of the warrants and the market value of the securities called for or to be called for by the warrants, as of the latest practical date;

 

b)         If known, state separately the total number of shares of securities called for or to be called for by warrants received or to be received by the following persons, naming each person: (1) each person named in Item 7 of this Exhibit, and (2) each other person who will be entitled to acquire 5 per cent or more of the securities called for or to be called for by the warrants; and

 

c)         If known, state also the total number of shares of securities called for or to be called for by the warrants received or to be received by all directors and officers of the company as a group and all employees, without naming them.

 

Item 11.           Authorization or Issuance of Securities.

 

a)         If action is to be taken concerning the authorization or issuance of any securities of the company, furnish the title, number of shares or total face amount, as applicable, and description of the securities to be authorized or issued.

 

b)         If the securities are other than additional shares of common stock of a class outstanding, furnish a brief summary of the following, as applicable:  dividend, voting, liquidation, preemptive, and conversion rights, redemption and sinking fund provisions, interest rate and date of maturity.

 

c)         If the securities to be authorized or issued are other than additional shares of common stock of a class outstanding, the Director may require financial statements comparable to those contained in the annual report.

 

Item 12.           Mergers, Consolidations, Acquisitions and Similar Matters.

 

a)         If action is to be taken concerning a merger, consolidation, acquisition, or similar matter, furnish in brief outline the following information:

 

1)         The rights of appraisal or similar rights of dissenters with respect to any matters to be acted upon.  Indicate any procedure required to be followed by dissenting security holders in order to perfect their rights;

 

2)         The material features of the plan or agreement;

 

3)         The business done by the company to be acquired or whose assets are being acquired;

 

4)         If available, the high and low sale prices of all outstanding securities issued by each company involved for each quarterly period within 2 years; and

 

5)         The percentage of outstanding shares which must approve the transaction before it is consummated.

 

b)         For each company involved in a merger, consolidation or acquisition, the following financial statements must be furnished;

 

1)         A comparative balance sheet as of the close of the last 2 fiscal years;

 

2)         A comparative statement of operating income and expenses for each of the last 2 fiscal years and, as a continuation of each statement, a statement of earnings per share after related taxes and cash dividends paid per share; and

 

3)         A pro forma combined balance sheet and income and expense statement for the last fiscal year giving effect to the necessary adjustments with respect to the resulting company.

 

Item 13.           Restatement of Accounts.

 

If action is to be taken concerning the restatement of an asset, capital, or surplus account of the company, furnish the following information:

 

a)         State the nature of the restatement and the date as of which it is to be effective;

 

b)         Outline briefly the reasons for the restatement and for the selection of the particular effective date; and

 

c)         State the name and amount of each account affected by the restatement and the effect of the restatement on each account.

 

Item 14.           Matters Not Required to Be Submitted.

 

If action is to be taken concerning any matter which is not required to be submitted to a vote of security holders, state the nature of the matter, the reason for submitting it to a vote of security holders and what action is intended to be taken by the management in the event of a negative vote on the matter by the security holders.

 

Item 15.           Amendment of Articles of Incorporation, By-Laws, or Other Documents.

 

If action is to be taken concerning any amendment to the company's Articles of Incorporation, By-Laws or other documents about which information is not otherwise required in this Exhibit, state briefly the reasons for and general effect of the amendment and the vote required for its approval.

Section 203.EXHIBIT B   Information to be Included in Statements Filed By or on Behalf of a Participant (Other than the Company in a Proxy Solicitation in an Election Contest)

 

Item 1.             Company. State the name and address of the company.

 

Item 2.             Identity and Background.

 

a)         State the following:

 

1)         Your name and business address; and

 

2)         Your present principal occupation or employment and the name, principal business and address of any corporation or other organization by which you are employed.

 

b)         State the following:

 

1)         Your residence address, age, birthplace, birthdate, and social security number; and

 

2)         Information as to all material occupations, positions, offices or employments during the last 10 years, giving starting and ending dates of each and the name, principal business and address of any business corporation or other business organization for which each occupation, position, office or employment was carried on.

 

c)         State whether or not you are or have been a participant in any other proxy contest involving this company or other companies within the past 10 years.  If so, identify the principals, the subject matter and your relationship to the parties and the outcome.

 

d)         State whether or not, during the past 10 years, you have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) and, if so, give dates, nature of conviction, name and location of court, and penalty imposed or other disposition of the case.  A negative answer to this sub-item need not be included in the proxy statement or other proxy soliciting material.

 

Item 3.             Interest in Securities of the Company.

 

a)         State the amount of each class of securities of the company which you own beneficially, directly or indirectly.

 

b)         State the amount of each class of securities of the company which you own of record but not beneficially.

 

c)         State with respect to all securities of the company purchased or sold within the past 2 years, the dates on which they were purchased or sold and the amount purchased or sold on each date.

 

d)         If any part of the purchase price or market value of any of the securities specified in paragraph (c) is represented by funds borrowed or otherwise obtained for the purpose of acquiring or holding those securities, so state and indicate the amount of the indebtedness as of the latest practical date. If the funds were borrowed or obtained other than pursuant to a margin account or bank loan in the regular course of business of a bank, broker or dealer, describe the transaction, and state the names of the parties.

 

e)         State whether or not you are a party to any contract, arrangements or understandings with any persons concerning any securities of the company, including but not limited to joint ventures, loan or option arrangements, puts or calls, guarantees against losses or guarantees of profits, division of losses or profits, or the giving or withholding of proxies.  If so, name any persons with whom such contracts, arrangements, or understandings exist and give the details thereof.

 

f)         State the amount of securities of the company owned beneficially, directly or indirectly, by each of your associates and the name and address of each of those associates.

 

g)         State the amount of each class of securities of any parent, subsidiary or affiliate of the company which you own beneficially, directly or indirectly.

 

Item 4.             Further Matters.

 

a)         Describe the time and circumstances under which you became a participant in the solicitation and state the nature and extent of your activities or proposed activities as a participant.

 

b)         Describe briefly, and where practical state the approximate amount of any material interest, direct or indirect, of yourself and of each of your associates in any material transactions since the beginning of the company's last fiscal year, or in any material proposed transactions, to which the company or any of its subsidiaries or affiliates was or is to be a party.

 

c)         State whether or not you or any of your associates have any arrangement or understanding with any person:

 

1)         with respect to any future employment by the company or its subsidiaries or affiliates; or

 

2)         with respect to any future transactions to which the company or any of its subsidiaries or affiliates will or may be a party.

 

If so, describe that arrangement or understanding and state the names of the parties thereto.

 

Item 5.             Signature.

 

The statement must be dated and signed in the following manner:

 

I certify that the statements made in this statement are true, complete, and correct, to the best of my knowledge and belief.

 

 

 

(Date)

(Signature of Participant or Authorized Representative)