Rule 14e-4

Prohibited Transactions in Connection with Partial Tender Offers

a. Definitions. For purposes of this section:

1. The amount of a person's "net long position" in a subject security shall equal the excess, if any, of such person's "long position" over such person's "short position." For the purposes of determining the net long position as of the end of the proration period and for tendering concurrently to two or more partial tender offers, securities that have been tendered in accordance with the rule and not withdrawn are deemed to be part of the person's long position.

i. Such person's long position is the amount of subject securities that such person:

A. Or his agent has title to or would have title to but for having lent such securities; or

B. Has purchased, or has entered into an unconditional contract, binding on both parties thereto, to purchase but has not yet received; or

C. Has exercised a standardized call option for; or

D. Has converted, exchanged, or exercised an equivalent security for; or

E. Is entitled to receive upon conversion, exchange, or exercise of an equivalent security.

ii. Such person's short position, is the amount of subject securities or subject securities underlying equivalent securities that such person:

A. Has sold, or has entered into an unconditional contract, binding on both parties thereto, to sell; or

B. Has borrowed; or

C. Has written a non-standardized call option, or granted any other right pursuant to which his shares may be tendered by another person; or

D. Is obligated to deliver upon exercise of a standardized call option sold on or after the date that a tender offer is first publicly announced or otherwise made known by the bidder to holders of the security to be acquired, if the exercise price of such option is lower than the highest tender offer price or stated amount of the consideration offered for the subject security. For the purpose of this paragraph, if one or more tender offers for the same security are ongoing on such date, the announcement date shall be that of the first announced offer.

2. The term equivalent security means:

i. Any security (including any option, warrant, or other right to purchase the subject security), issued by the person whose securities are the subject of the offer, that is immediately convertible into, or exchangeable or exercisable for, a subject security, or

ii. Any other right or option (other than a standardized call option) that entitles the holder thereof to acquire a subject security, but only if the holder thereof reasonably believes that the maker or writer of the right or option has title to and possession of the subject security and upon exercise will promptly deliver the subject security.

3. The term subject security means a security that is the subject of any tender offer or request or invitation for tenders.

4. For purposes of this rule, a person shall be deemed to "tender" a security if he:

i. Delivers a subject security pursuant to an offer,

ii. Causes such delivery to be made,

iii. Guarantees delivery of a subject security pursuant to a tender offer,

iv. Causes a guarantee of such delivery to be given by another person, or

v. Uses any other method by which acceptance of a tender offer may be made.

5. The term partial tender offer means a tender offer or request or invitation for tenders for less than all of the outstanding securities subject to the offer in which tenders are accepted either by lot or on a pro rata basis for a specified period, or a tender offer for all of the outstanding shares that offers a choice of consideration in which tenders for different forms of consideration may be accepted either by lot or on a pro rata basis for a specified period.

6. The term standardized call option means any call option that is traded on an exchange, or for which quotation information is disseminated in an electronic interdealer quotation system of a registered national securities association.

b. It shall be unlawful for any person acting alone or in concert with others, directly or indirectly, to tender any subject security in a partial tender offer:

1. For his own account unless at the time of tender, and at the end of the proration period or period during which securities are accepted by lot (including any extensions thereof), he has a net long position equal to or greater than the amount tendered in:

i. The subject security and will deliver or cause to be delivered such security for the purpose of tender to the person making the offer within the period specified in the offer; or

ii. An equivalent security and, upon the acceptance of his tender will acquire the subject security by conversion, exchange, or exercise of such equivalent security to the extent required by the terms of the offer, and will deliver or cause to be delivered the subject security so acquired for the purpose of tender to the person making the offer within the period specified in the offer; or

2. For the account of another person unless the person making the tender:

i. Possesses the subject security or an equivalent security, or

ii. Has a reasonable belief that, upon information furnished by the person on whose behalf the tender is made, such person owns the subject security or an equivalent security and will promptly deliver the subject security or such equivalent security for the purpose of tender to the person making the tender.

c. This rule shall not prohibit any transaction or transactions which the Commission, upon written request or upon its own motion, exempts, either unconditionally or on specified terms and conditions.