1718                                             LAWS OF MARYLAND                                  Ch. 615

SUBTITLE.

(I)        "TARGET COMPANY" MEANS A CORPORATION OR OTHER

ISSUER OF SECURITIES WHOSE EQUITY SECURITIES ARE OR ARE
TO BE SUBJECT TO A TAKE-OVER OFFER AND WHICH:

(1) IS ORGANIZED UNDER THE LAWS OF THIS
STATE; OR

(2)        HAS ITS PRIMARY PLACE OF BUSINESS OR A

SUBSTANTIAL PORTION OF ITS ASSETS IN THIS STATE.

11-902.

(A)    IT IS UNLAWFUL FOR ANY PERSON TO MAKE A
TAKE-OVER OFFER INVOLVING A TARGET COMPANY, OR TO ACQUIRE
OR SOLICIT THE ACQUISITION OF ANY EQUITY SECURITIES OF A
TARGET COMPANY PURSUANT TO THE OFFER, UNLESS AT LEAST 20
DAYS PRIOR TO THE DATES ON WHICH THE OFFER IS MADE AND
COPIES OF THE OFFER ARE FIRST PUBLISHED OR SENT OR GIVEN
TO SECURITY HOLDERS, THE OFFEROR HAS FILED WITH THE
COMMISSIONER, TOGETHER WITH THE CONSENT TO SERVICE OF
PROCESS SPECIFIED IN § 11-802(A) OF THIS TITLE AND A
FILING FEE OF $100, AND SENT BY CERTIFIED MAIL OR
PERSONALLY DELIVERED TO THE TARGET COMPANY AT ITS
PRINCIPAL OFFICE A WRITTEN STATEMENT WHICH CONTAINS THE
INFORMATION PRESCRIBED IN SUBSECTION (B) OF THIS SECTION.

(B)    THE STATEMENT TO BE FILED BY AN OFFEROR UNDER
SUBSECTION (A) OF THIS SECTION SHALL CONTAIN THE
FOLLOWING INFORMATION:

(1)    THE NAME AND ADDRESS OF THE OFFEROR;

(2)    THE NUMBER OF SHARES TO BE PURCHASED;

(3)    THE CONSIDERATION TO BE OFFERED;
(4)          THE DURATION OF THE OFFER;

(5)    WHETHER THE OFFEROR WILL UNCONDITIONALLY
ACCEPT ALL OR ANY PART OF THE SHARES TENDERED;

(6)    THE CONDITIONS UPON WHICH ACCEPTANCE
WILL BE MADE;

(7) THE OTHER CONTRACTUAL TERMS OF THE

OFFER; AND

(8) ALL THE INFORMATION REQUIRED UNDER THE

PROVISIONS OF THE SECURITIES EXCHANGE ACT AND THE

APPLICABLE RULES AND REGULATIONS PROMULGATED UNDER THE

SECURITIES EXCHANGE ACT WITH RESPECT TO TENDER OFFERS,

PRIOR TO MAKING A TENDER OFFER, TO BE:

(I) CONTAINED IN A TENDER OFFER FOR,
OR REQUEST OR INVITATION FOR TENDERS OF, SECURITIES
PUBLISHED OR SENT OR GIVEN TO SECURITY HOLDERS; AND