Special Provisions Applicable To Election Contests

Special Provisions Applicable To Election Contests A. Solicitations to Which This Section Applies. This Section applies to any solicitation subject to this Regulation by any person or group for the purpose of opposing a solicitation subject to this Regulation by any other person or group with respect to the election or removal of directors at any annual or special meeting of security holders. B. Participant or Participant in a Solicitation. 1. For the purpose of this Section the terms “participant” and “participant in a solicitation” include: the issuer; any director of the issuer, and any nominee for whose election as a director proxies are solicited; any other person, acting alone or with one or more other persons, committees or groups, in organizing, directing or financing the solicitation. 2. For the purpose of this Section the terms “participant” and “participant in a solicitation” do not include: a. a bank, broker or dealer who, in the ordinary course of business, lends money or executes orders for the purchase or sale of securities and who is not otherwise a participant; b. any person or organization retained or employed by a participant to solicit security holders or any person who merely transmits proxy solicitating material or performs ministerial of clerical duties; c. any person employed in the capacity of attorney, accountant, or advertising, public relations or financial adviser, and whose activities are limited to the performance of his duties in the course of such employment; d. any person regularly employed as an officer or employee of the issuer or any of its subsidiaries or affiliates who is not otherwise a participant; or any officer or director of: or, e. any person regularly employed by any other participant, if such officer, director or employee is not otherwise a participant. C. Filing of Information Required by Schedule B. 1. No solicitation subject to this Section shall be made by any other person other than the issuer unless at least five business days prior thereto, or such shorter period as the Commissioner may authorize upon a showing of good cause therefore, there has been filed with the Commissioner by or on behalf of each participant in such solicitation, a statement in duplicate containing the information specified by Schedule B and a copy of any material proposed to be distributed to security holders in furtherance of such solicitation. 2. Within seven business days after a solicitation subject to this Section is made by the issuer, or such longer period as the Commissioner may authorize upon a showing of good cause therefore, there shall be filed with the Commissioner by or on behalf of each participant in such solicitation other than the issuer, a statement in duplicate containingthe information specified by Schedule B. 3. If any solicitation on behalf of the issuer or any other person has been made, or if proxy material is ready for distribution, prior to a solicitation subject to this Section in opposition thereto, a statement in duplicate containing the information specified in Schedule B shall be filed with the Commissioner by or on behalf of each participant in such prior solicitation, other than the issuer, as soon as reasonably practicable after the commencement of the solicitation in opposition thereto. 4. If, subsequent to the filing of the statements required by paragraphs (a), (b), and (c) of this Section additional persons become participants in a solicitation subject to this Section, there shall be filed with the Commissioner by or on behalf of each such person, a statement in duplicate containing the information specified by Schedule B, within three business days after such person becomes a participant, or such longer period as the Commissioner may authorize upon a showing a good cause therefor. 5. If any material change occurs in the facts reported in any statement filed by or on behalf of any participant, an appropriate amendment to such statement shall be filed promptly with the Commissioner. 6. Each statement and amendment thereto filed pursuant to this paragraph shall be part of the public files of the Commissioner. D. Solicitations Prior to Furnishing Required Written Proxy Statement. Notwithstanding the provisions of Section 5(a), a solicitation subject to this Section may be made prior to furnishing security holders a written proxy statement containing the information specified in Schedule A with respect to such solicitation, provided that: 1. The statements required by paragraph (c) are filed by or on behalf of each participant insuch solicitation. 2. No form of proxy is furnished to security holders prior to the time the written proxy statement required by Section 5(a) is furnished to such persons: provided, however, that this paragraph (b) shall not apply where a proxy statement then meeting the requirements of Schedule A has been furnished to security holders. 3. At least the information specified in subparagraph (2) and (3) of the statements required by paragraph (c) to be filed by each participant, or an appropriate summary thereof, are included in each communication sent or given to security holders in connection with the solicitation. 4. A written proxy statement containing the information specified in Schedule A withrespect to a solicitation is sent or given security holders at the earliest practicably date. E. Solicitations Prior to Furnishing Required Written Proxy Statement— FilingRequirements. Three copies of any soliciting material proposed to be sent or given to security holders prior to the furnishing of the written proxy statement required by Section 5(a) shall be file with the Commissioner in preliminary form at least seven business days prior to the date definitive copies of such material are first sent or given to such persons, or such shorter period as the Commissioner may authorize upon a showing of good cause therefor. F. Notwithstanding the provisions of Section 5(b), two copies of any portion of the annual report referred to in Section 5(b) which comments upon or refers to any solicitation subject to this Section, or to any participant in any such solicitation, other than the solicitation by the management, shall be filed with the Commissioner as proxy material subject to this Regulation. Such portion of the report shall be filed with the Commissioner, in preliminary form, at least seven business days prior to the date copies of the report are first sent or given to security holders.