Solicitation or recommendation. State the nature
of the solicitation or the recommendation. If this statement relates to a
recommendation, state whether the filing person is advising holders of the
subject securities to accept or reject the tender offer or to take other action
with respect to the tender offer and, if so, describe the other action recommended.
If the filing person is the subject company and is not making a recommendation,
state whether the subject company is expressing no opinion and is remaining
neutral toward the tender offer or is unable to take a position with respect
to the tender offer.
Reasons. State the reasons for the position (including the
inability to take a position) stated in paragraph (a) of this section. Conclusory
statements such as "The tender offer is in the best interests of shareholders"
are not considered sufficient disclosure.
Intent to tender. To the extent known by the filing person
after making reasonable inquiry, state whether the filing person or any executive
officer, director, affiliate or subsidiary of the filing person currently
intends to tender, sell or hold the subject securities that are held of record
or beneficially owned by that person.
Intent to tender or vote in a going-private transaction.
To the extent known by the filing person after making reasonable inquiry,
state whether or not any executive officer, director or affiliate of the issuer
(or any person specified in Instruction C to the schedule) currently intends
to tender or sell subject securities owned or held by that person and/or how
each person currently intends to vote subject securities, including any securities
the person has proxy authority for. State the reasons for the intended action.
Instruction to Item 1012(d):
Provide the information required by this section if it is available to the
filing person at the time the statement is initially filed with the Commission.
If the information is not available, it must be filed with the Commission
promptly, but in no event later than three business days after the date of
the initial filing, and if material, disclosed in a manner reasonably designed
to inform security holders.
Recommendations of others. To the extent known by the filing
person after making reasonable inquiry, state whether or not any person specified
in paragraph (d) of this section has made a recommendation either in support
of or opposed to the transaction and the reasons for the recommendation.
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