3678

VETOES

PERSON by whom or on whose behalf the purchases or the exchange,
merger or other acquisition of control are to be [affected;]
EFFECTED, INCLUDING HIS FULL NAME AND ADDRESS; AND:

1.  IF THE PERSON IS AN INDIVIDUAL, HIS
PRINCIPAL OCCUPATION AND ALL OFFICES AND POSITIONS HELD DURING
THE PAST 10 YEARS, AND ANY CONVICTION OF CRIMES OTHER THAN MINOR
TRAFFIC VIOLATIONS DURING THE PAST 10 YEARS; OR

2.  IF THE PERSON IS NOT AN INDIVIDUAL:

A.  A REPORT OF THE NATURE OF ITS BUSINESS
OPERATIONS DURING THE PAST 10 YEARS OR FOR SUCH LESSER PERIOD AS
SUCH PERSON AND ANY PREDECESSORS THEREOF SHALL HAVE BEEN IN
EXISTENCE;

B.  AN INFORMATIVE DESCRIPTION OF THE
BUSINESS INTENDED TO BE DONE BY SUCH PERSON AND SUCH PERSON'S
SUBSIDIARIES;

C.  A LIST OF ALL INDIVIDUALS WHO ARE OR
WHO HAVE BEEN SELECTED TO BECOME DIRECTORS OR EXECUTIVE OFFICERS
OF SUCH PERSON, OR WHO PERFORM OR WILL PERFORM FUNCTIONS
APPROPRIATE TO SUCH POSITIONS; AND

D.  FOR EACH INDIVIDUAL LISTED UNDER ITEM
C. OF THIS SUB-SUBPARAGRAPH, THEIR PRINCIPAL OCCUPATION, OFFICES
OR POSITIONS HELD IN THE PAST 10 YEARS, AND ANY CONVICTION OF
CRIMES OTHER THAN MINOR TRAFFIC VIOLATIONS DURING THE PAST YEAR
10 YEARS.

(II) 1. FULLY AUDITED FINANCIAL INFORMATION AS
TO THE EARNINGS AND FINANCIAL CONDITION OF EACH ACQUIRING PARTY:

A.  FOR THE PRECEDING 5 FISCAL YEARS OF
EACH SUCH ACQUIRING PARTY; OR

B.  FOR ANY PERIOD SHORTER THAN 5 YEARS
THAT THE ACQUIRING PARTY AND ANY PREDECESSOR OF THE ACQUIRING
PARTY HAS BEEN IN EXISTENCE; AND

2. SIMILAR UNAUDITED INFORMATION AS OF A
DATE NOT EARLIER THAN 90 DAYS BEFORE THE FILING OF THE STATEMENT.

[(ii)] (III) The terms and conditions of any
proposed tender offer, invitation or request for tender,
agreement to exchange securities, or other plan of acquisition;

[(iii)] (IV) The source and amount of the funds
or other consideration used or to be used in making the purchases
or in effecting the exchange, merger or other acquisition of
control and, if any part of such funds or other consideration has
been or is to be borrowed or otherwise obtained for the purpose
of making the purchases or effecting the exchange, merger or
other acquisition of control, a description of the transaction
and the names of the parties thereto, except that where a source