Form 041 - Filing Of Information Pertaining To A Control Bid

EXHIBIT

REFERENCES

27. State any plans or proposals that the Offeror, upon gaining control, may have to liquidate

1707.041(A)(2)(d)

the Subject Company, sell its assets, effect a merger or consolidation of it, establish, termi-

1707.23(A)

nate, convert, or amend employee benefit plans, close any plant or facility of the Subject

Company or of any of its subsidiaries or affiliates, change or reduce the work force of the

Subject Company or any of its subsidiaries or affiliates, or make any other major change

in its business, corporate structure, management personnel, or policies of employment:

28. State the particulars as to any contracts, arrangements, or understandings to which any

1707.041(A)(2)(f )

person named in response to Items 14, 16, or 21, or the Offeror, is a party with respect to

any equity security of the subject company, including transfers of any equity security,

joint ventures, loan or option arrangements, puts and calls, guarantees of loan, guarantees

against loss, guarantees of profits, division of losses or profits, or the giving or withhold-

ing of proxies, naming the persons with whom such contracts, arrangements, and under-

standings have been entered:

29. Provide the name, address, and telephone number of any Ohio-licensed securities dealer(s)

1707.041(B)(1)

to be used in connection with the control bid:

1707.14(A)

1707.01(E)

PART FOUR: MISCELLANEOUS

1707.041(A)(1)

30. Describe the manner in which the Offeror is sending or delivering the material items of the

1707.041(A)(2)(h)

proposed offer and the materials specified in R.C. §1707.041(A)(2) to the Offerees:

1707.23(A)

31. Attach the following materials:

1707.041(A)(2)(a)

Copies of the prospectuses, brochures, advertisements, circulars, letters, or other docu-

ments and information necessary for the Offeror to make a fair, full and effective disclosure

to an offeree of information material to a decision to accept or reject the offer.

1707.041(A)(2)(g)

The Offeror's financial statements for the current period and for the three most recent

annual accounting periods.

32. Pursuant to R.C. §1707.23(A), attach the materials listed below:

1707.23(A)

All filings, if any, made by the Offeror during the last twelve months with the U.S. Securi-

ties and Exchange Commission pursuant to Sections 12 and 13 of the Securities and Ex-

change Act of 1934, 15 U.S.C. §§78l and 78m.

1707.23(A)

All filings, if any, made by the Subject Company during the last twelve months with the

U.S. Securities and Exchange Commission pursuant to Sections 12 and 13 of the Securi-

ties Exchange Act of 1934, 15 U.S.C. §§78l and 78m

(NOTE: The materials listed in Item 32 are not being requested pursuant to R.C. §1707.041(A), and the Offeror is therefore not required to furnish the

materials to Offerees under that section, although it may if it chooses.)

33. Provide the name of an individual (including the title, company or form with which the individual is associated, complete address, telephone

number, and relationship of the individual to the Offeror) whom the Division may contact regarding this filing:

Form 041 - Filing Of Information Pertaining To A Control Bid - 1999 Page 5

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