17 CFR 229.1006 - (Item 1006) Purposes of the transaction and plans or proposals.
(a)Purposes. State the purposes of the transaction.
(b)Use of securities acquired. Indicate whether the securities acquired in the transaction will be retained, retired, held in treasury, or otherwise disposed of.
(c)Plans. Describe any plans, proposals or negotiations that relate to or would result in:
(1) Any extraordinary transaction, such as a merger, reorganization or liquidation, involving the subject company or any of its subsidiaries;
(4) Any change in the present board of directors or management of the subject company, including, but not limited to, any plans or proposals to change the number or the term of directors or to fill any existing vacancies on the board or to change any material term of the employment contract of any executive officer;
(5) Any other material change in the subject company's corporate structure or business, including, if the subject company is a registered closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote would be required by Section 13 of the Investment Company Act of 1940 ( 15 U.S.C. 80a-13);
(6) Any class of equity securities of the subject company to be delisted from a national securities exchange or cease to be authorized to be quoted in an automated quotations system operated by a national securities association;
(9) The acquisition by any person of additional securities of the subject company, or the disposition of securities of the subject company; or (10) Any changes in the subject company's charter, bylaws or other governing instruments or other actions that could impede the acquisition of control of the subject company.
(d)Subject company negotiations. If the filing person is the subject company:
(1) State whether or not that person is undertaking or engaged in any negotiations in response to the tender offer that relate to:
(i) A tender offer or other acquisition of the subject company's securities by the filing person, any of its subsidiaries, or any other person; or
(ii) Any of the matters referred to in paragraphs (c)(1) through (c)(3) of this section; and
(2) Describe any transaction, board resolution, agreement in principle, or signed contract that is entered into in response to the tender offer that relates to one or more of the matters referred to in paragraph (d)(1) of this section.
- 17 CFR 240.14d-100 — Schedule TO. Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934.
- 17 CFR 240.14d-101 — Schedule 14d-9.
- 17 CFR 240.13e-4 — Tender Offers by Issuers.
- 17 CFR 240.13e-100 — Schedule 13e-3, Transaction Statement Under Section 13(e) of the Securities Exchange Act of 1934 and Rule 13e-3 (§ 240.13e-3) Thereunder.