868

LAWS OF MARYLAND

Ch. 119

(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;

made ;
[and]

(6)  The conditions upon which acceptance will be

(7)  The other contractual terms of the offer;

(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

(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; AND

(9)  TO THE EXTENT THE COMMISSIONER PROVIDES BY
RULE, A NOTICE PRINTED IN A CONSPICUOUS MANNER THAT READS
SUBSTANTIALLY AS FOLLOWS:

"UNDER FEDERAL LAW, AN EMPLOYEE STOCK OWNERSHIP
PLAN TO PURCHASE THE STOCK OF THIS COMPANY MAY BE
ESTABLISHED AS AN ALTERNATIVE TO PURCHASE BY THE OFFEROR
DESCRIBED IN THIS STATEMENT. FOR FURTHER INFORMATION ABOUT
EMPLOYEE STOCK OWNERSHIP PLANS, YOU MAY WRITE THE FINANCIAL
ASSISTANCE OFFICER AT THE MARYLAND DEPARTMENT OF ECONOMIC
AND COMMUNITY DEVELOPMENT, 2525 RIVA ROAD, ANNAPOLIS,
MARYLAND 21401."

(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