MARVIN MANDEL, Governor                             1717

A VARIANCE OF OTHER CONTRACTUAL TERMS, OR A MATERIAL
CHANGE OF REQUIRED DISCLOSURE ACCOMPANYING AN OFFER,
CONSTITUTES A NEW OFFER.

(2)         "TAKE-OVER OFFER" DOES NOT INCLUDE AN

OFFER OR ACQUISITION OF ANY EQUITY SECURITY OF A TARGET
COMPANY PURSUANT TO:

(I)          BROKERS' TRANSACTIONS EFFECTED BY
OR THROUGH A BROKER-DEALER IN THE ORDINARY COURSE OF ITS
BUSINESS;

(II)        AN EXCHANGE OFFER FOR SECURITIES
OF ANOTHER ISSUER, IF THE OFFER IS EXEMPTED FROM
REGISTRATION OR IS REGISTERED UNDER THE PROVISIONS OF
THIS TITLE OR IF THE OFFER IS REGISTERED UNDER THE
SECURITIES ACT OF 1933;

(III)    ANY OTHER OFFER TO ACQUIRE AN
EQUITY SECURITY, OR THE ACQUISITION OF THE EQUITY
SECURITY PURSUANT TO THE OFFER, FOR THE SOLE ACCOUNT OF
THE OFFEROR, FROM NOT MORE THAN 25 PERSONS, IN GOOD FAITH
AND NOT FOR THE PURPOSE OF AVOIDING THIS SUBTITLE;

(IV) AN OFFER MADE TO STOCKHOLDERS OF
THE TARGET COMPANY, IF THE NUMBER OF ITS STOCKHOLDERS IS
LESS THAN 100 AT THE TIME OF THE OFFER;

(V)          AN OFFER AS TO WHICH THE TARGET
COMPANY, ACTING THROUGH ITS BOARD OF DIRECTORS,
RECOMMENDS ACCEPTANCE TO ITS STOCKHOLDERS, IF THE OFFER
IS MADE TO ALL STOCKHOLDERS ON SUBSTANTIALLY EQUAL TERMS
AND IF ANY INDUCEMENTS TO OFFICERS AND DIRECTORS OF THE
TARGET COMPANY ARE DISCLOSED TO ALL OFFEREES AT THE TIME
THE TAKE-OVER OFFER IS MADE;

(VI)       AN OFFER IF THE ACQUISITION OF ANY
EQUITY SECURITY UNDER THE OFFER, TOGETHER WITH ALL OTHER
ACQUISITIONS BY THE [[OFFERER]] OFFEROR OF SECURITIES OF
THE SAME CLASS [[CURING]]DURING THE PRECEDING 12 MONTHS,
WOULD NOT EXCEED 2 PERCENT OF THAT CLASS OF THE
OUTSTANDING EQUITY SECURITIES OF THE ISSUER;

(VII)    AN OFFER BY THE TARGET COMPANY TO
ACQUIRE ITS OWN EQUITY SECURITIES;

(VIII)                  AN OFFER BY A CORPORATION TO
ACQUIRE EQUITY SECURITIES OF A SUBSIDIARY WHERE THE
CORPORATION OWNS BENEFICIALLY VOTING STOCK REPRESENTING
AT LEAST TWO-THIRDS OF THE COMBINED VOTING POWER OF ALL
CLASSES OF VOTING STOCK OF THE SUBSIDIARY; OR

(IX)       ANY OFFER WHICH THE COMMISSIONER,
BY RULE OR ORDER, EXEMPTS FROM THE DEFINITION OF
"TAKE-OVER OFFER" AS NOT BEING ENTERED INTO FOR THE
PURPOSE OF, AND NOT HAVING THE EFFECT OF, CHANGING OR
INFLUENCING THE CONTROL OF THE TARGET COMPANY OR
OTHERWISE AS NOT COMPREHENDED WITHIN THE PURPOSES OF THIS