MARVIN MANDEL, Governor                             1719

(II) FILED WITH THE SECURITIES       AND

EXCHANGE COMMISSION, 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.

(C) AN OFFEROR MAY, SUBSEQUENT TO THE FILING
REQUIRED BY SUBSECTION (A) OF THIS SECTION, PUBLISH A
NOTICE OF INTENTION TO MAKE A TAKE-OVER OFFER CONTAINING
A FULL AND FAIR SUMMARY OF THE INFORMATION REQUIRED BY
SUBSECTION (B) OF THIS SECTION, PROVIDED THAT THE NOTICE
OF INTENTION CONTAINS A LEGEND, PROMINENTLY DISPLAYED ON
THE NOTICE, STATING THAT AN OFFER MAY NOT BE MADE, AND
TENDERS ARE NOT BEING AND MAY NOT BE SOLICITED, UNTIL THE
EXPIRATION OF THE PERIOD PRESCRIBED BY SUBSECTION (A) OF
THIS SECTION, AND SPECIFYING THE DATE ON WHICH OFFERS MAY
FIRST BE MADE. A TARGET COMPANY MAY, BUT NEED NOT, MAIL
A COPY OF THIS NOTICE OF INTENTION TO ITS STOCKHOLDERS,
BUT IS NOT RESPONSIBLE FOR THE CONTENTS OF THE NOTICE OF
INTENTION.

11-903.

COPIES OF ALL ADVERTISEMENTS, CIRCULARS, LETTERS, OR
OTHER MATERIALS PUBLISHED BY THE OFFEROR OR THE TARGET
COMPANY, SOLICITING OR REQUESTING THE ACCEPTANCE OR
REJECTION OF THE TAKE-OVER OFFER, SHALL BE FILED WITH THE
COMMISSIONER AND SENT TO THE TARGET COMPANY OR OFFEROR,
RESPECTIVELY, NOT LATER THAN THE TIME COPIES OF THE
SOLICITATION MATERIALS ARE FIRST PUBLISHED OR USED OR
SENT TO SECURITY HOLDERS OF THE TARGET COMPANY.

11-904.

(A)          IT IS UNLAWFUL FOR ANY OFFEROR OR TARGET
COMPANY OR ANY CONTROLLING PERSON OF AN OFFEROR OR TARGET
COMPANY OR ANY BROKER-DEALER ACTING ON BEHALF OF AN
OFFEROR OR TARGET COMPANY TO ENGAGE IN ANY FRAUDULENT,
DECEPTIVE OR MANIPULATIVE ACTS OR PRACTICES IN CONNECTION
WITH A TAKE-OVER OFFER.

(B)          FRAUDULENT, DECEPTIVE AND MANIPULATIVE ACTS OR
PRACTICES INCLUDE, WITHOUT LIMITATION:

(1)          PUBLICATION OR USE IN CONNECTION WITH
THE OFFER OF ANY UNTRUE STATEMENT OF A MATERIAL FACT OR
OMITTING TO STATE A MATERIAL FACT NECESSARY IN ORDER TO
MAKE THE STATEMENTS MADE, IN LIGHT OF THE CIRCUMSTANCES
UNDER WHICH THEY ARE MADE, NOT MISLEADING, BUT NOT
INCLUDING THE MAILING BY A TARGET COMPANY TO ITS
STOCKHOLDERS OF NOTICES [[OF]] OR SOLICITATION MATERIALS
PUBLISHED BY AN OFFEROR;

(2)          SALE BY ANY DIRECTOR, OFFICER OR
CONTROLLING STOCKHOLDER OF A TARGET COMPANY IN CONNECTION
WITH A TAKE-OVER OFFER OF ALL OR PART OF HIS EQUITY
SECURITIES TO THE OFFEROR FOR A CONSIDERATION GREATER
THAN THAT TO BE PAID OTHER STOCKHOLDERS PURSUANT TO THE