General Rules and Regulations
promulgated
under the
Securities Exchange Act of 1934
Rule 14f-1 -- Change in Majority of Directors
If, pursuant to any arrangement or understanding with the person or persons acquiring
securities in a transaction subject to section 13(d)
or 14(d) of the Act, any persons are to be elected
or designated as directors of the issuer, otherwise than at a meeting of security
holders, and the persons so elected or designated will constitute a majority of the
directors of the issuer, then, not less than 10 days prior to the date any such person
take office as a director, or such shorter period prior to that date as the Commission
may authorize upon a showing of good cause therefor, the issuer shall file with the
Commission and transmit to all holders of record of securities of the issuer who
would be entitled to vote at a meeting for election of directors, information substantially
equivalent to the information which would be required by Items 6(a),
(d) and (e),
7 and 8
of Schedule 14A of Regulation 14A (Rule 14a-101 of this chapter) to be transmitted
if such person or persons were nominees for election as directors at a meeting of
such security holders. Eight copies of such information shall be filed with the Commission.
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