Schedule 14A Item 5b

Interests of Persons - Proxy Contest

Overview

Item 5(b) covers disclosure for contested solicitations

Those "subject to Rule 14a-12(c)"

Which are solicitations in opposition to the election
or removal of a director
Uncontested solicitations are instead covered by
Item 5(a)

Requires specified disclosures about any substantial interest, direct or indirect, by security holdings or otherwise, by each participant

Item 5b Requirements Solicitations subject to Rule 14a12(c)

Item 5(b)(1)

(1) Describe briefly any substantial interest, direct or indirect, by security holdings or otherwise, of each participant as defined in paragraphs (a) (ii), (iii), (iv), (v) and (vi) of Instruction 3 to Item 4 of this Schedule 14A, in any matter to be acted upon at the meeting, and include with respect to each participant the following information, or a fair and accurate summary thereof:

(i) Name and business address of the participant.
(ii) The participant's present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is carried on.
(iii) State whether or not, during the past ten years, the participant has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) and, if so, give dates, nature of conviction, name and location of court, and penalty imposed or other disposition of the case. A negative answer need not be included in the proxy statement or other soliciting material.
(iv) State the amount of each class of securities of the registrant which the participant owns beneficially, directly or indirectly.
(v) State the amount of each class of securities of the registrant which the participant owns of record but not beneficially.
(vi) State with respect to all securities of the registrant purchased or sold within the past two years, the dates on which they were purchased or sold and the amount purchased or sold on each such date.
(vii) If any part of the purchase price or market value of any of the shares specified in paragraph (b)(1)(vi) of this Item is represented by funds borrowed or otherwise obtained for the purpose of acquiring or holding such securities, so state and indicate the amount of the indebtedness as of the latest practicable date. If such funds were borrowed or obtained otherwise than pursuant to a margin account or bank loan in the regular course of business of a bank, broker or dealer, briefly describe the transaction, and state the names of the parties.
(viii) State whether or not the participant is, or was within the past year, a party to any contract, arrangements or understandings with any person with respect to any securities of the registrant, including, but not limited to joint ventures, loan or option arrangements, puts or calls, guarantees against loss or guarantees of profit, division of losses or profits, or the giving or withholding of proxies. If so, name the parties to such contracts, arrangements or understandings and give the details thereof.
(ix) State the amount of securities of the registrant owned beneficially, directly or indirectly, by each of the participant's associates and the name and address of each such associate.
(x) State the amount of each class of securities of any parent or subsidiary of the registrant which the participant owns beneficially, directly or indirectly.
(xi) Furnish for the participant and associates of the participant the information required by Item 404(a) of Regulation S-K (229.404(a) of this chapter).
(xii) State whether or not the participant or any associates of the participant have any arrangement or understanding with any person --
(A) with respect to any future employment by the registrant or its affiliates; or
(B) with respect to any future transactions to which the registrant or any of its affiliates will or may be a party.
If so, describe such arrangement or understanding and state the names of the parties thereto.

Item 5(b)(2)

(2) With respect to any person, other than a director or executive officer of the registrant acting solely in that capacity, who is a party to an arrangement or understanding pursuant to which a nominee for election as director is proposed to be elected, describe any substantial interest, direct or indirect, by security holdings or otherwise, that such person has in any matter to be acted upon at the meeting, and furnish the information called for by paragraphs (b)(1)(xi) and (xii) of this Item.

Selected Precedent Disclosures

2007 Early Filers

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2006

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Complete Schedule 14A

Online versions

Paper versions

2007 CFR

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