Agreements, regulatory requirements and legal proceedings.
If material to a security holder's decision whether to sell, tender or hold
the securities sought in the tender offer, furnish the following information:
Any present or proposed material agreement,
arrangement, understanding or relationship between the offeror or any
of its executive officers, directors, controlling persons or subsidiaries
and the subject company or any of its executive officers, directors, controlling
persons or subsidiaries (other than any agreement, arrangement or understanding
disclosed under any other sections of Regulation M-A);
Instruction to paragraph (a)(1):
In an issuer tender offer disclose any material agreement, arrangement,
understanding or relationship between the offeror and any of its executive
officers, directors, controlling persons or subsidiaries.
To the extent known by the offeror after
reasonable investigation, the applicable regulatory requirements which
must be complied with or approvals which must be obtained in connection
with the tender offer;
The applicability of any anti-trust laws;
The applicability of margin requirements
under section 7 of the Act and the applicable
regulations; and
Any material pending legal proceedings relating
to the tender offer, including the name and location of the court or agency
in which the proceedings are pending, the date instituted, the principal
parties, and a brief summary of the proceedings and the relief sought.
Instruction to Item 1011(a)(5):
A copy of any document relating to a major development (such as pleadings,
an answer, complaint, temporary restraining order, injunction, opinion,
judgment or order) in a material pending legal proceeding must be furnished
promptly to the Commission staff on a supplemental basis.
Other material information. Furnish such additional material
information, if any, as may be necessary to make the required statements,
in light of the circumstances under which they are made, not materially misleading.
Notice to Users: The Deskbook is made available
with the understanding that the University of Cincinnati College
of Law is not engaged in rendering legal, accounting or other professional
services. If legal advice or other expert assistance is required,
the services of a competent professional person should be sought. See Terms and Conditions of Use.
