SCHEDULE C

INFORMATION REQUIRED IN INFORMATION STATEMENT

Note.  Where any item other than Item 5, calls for information with respect to any matter to be acted upon at the meeting, such item need be answered only with respect to proposals to be made by the issuer.

     ITEM 1.   INFORMATION REQUIRED BY ITEMS OR SCHEDULE 14A.  Furnish the information called for by all of the items of Schedule A of the Regulation Regarding Proxies, Consents and Authorizations (other than Item 1, 3 and 4 thereof) which would be applicable to any matter to be acted upon at the meeting if proxies were to be solicited in connection with the meeting.

     ITEM 2.   STATEMENT THAT PROXIES ARE NOT SOLICITED.  The following statement shall be set forth on the first page of the information statement in bold face type:

WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE

REQUESTED NOT TO SEND US A PROXY.

     ITEM 3.   DATE, TIME AND PLACE OF MEETING.  State the date, time and place of the meeting of security holders, unless such information is otherwise disclosed in material furnished to security holders with the information statement.

     ITEM 4.   INTEREST OF CERTAIN PERSONS IN OR OPPOSITION TO MATTERS TO BE ACTED UPON.

1. (a) Describe briefly any substantial interest, direct or indirect, by security holdings or otherwise, of each of the following persons in any matter to be acted upon, other than elections to office:

   1. (1) Each person who has been a director or officer of the issuer at any time since the beginning of the last fiscal year.
   2. (2) Each nominee for election as a director of the issuer.
   3. (3) Each associate of the foregoing persons.

2. (b) Give the name of any director of the issuer who has informed the management in writing that he intends to oppose any action to be taken by the management at the meeting and indicate the action which he intends to oppose.

        ITEM 5.   PROPOSALS BY SECURITY HOLDERS.  If any security holder entitled to vote at the meeting has, not less than 90 days before the issuer's annual meeting, submitted to the issuer a proposal which is accompanied by notice of his intention to present the proposal for action at the meeting, make a statement to that effect, identify the proposal and indicate the disposition proposed to be made of the proposal by the management at the meeting.