Books


Takeovers & Freezeouts

Annual Subscription with Automatic Renewal

by Martin Lipton, Erica H. Steinberger


Add To Cart

“An indispensable, authoritative and extremely useful work—a complete guide—that brings all the steps together.” —Joseph Flom of Skadden, Arps, Slate, Meagher & Flom LLP, New York

The classic in its field! This seven-volume analytical and reference work reflects the current climate for takeover activity and defense. Takeovers & Freezeouts addresses important developments concerning such topics as: Sarbanes-Oxley; reducing vulnerability to hostile takeovers; specific responses to overtures and takeover bids; proxy fights and institutional activism; premerger notification under Hart-Scott-Rodino; state regulation of tender offers; tax, accounting and ERISA considerations; antitrust issues; and takeovers and mergers in the banking industry.

You'll get expert strategic guidance on improving your negotiating leverage in converting hostile takeovers into friendly deals. The authors provide extensive documentation on acquisition and defensive techniques, including LBOs, tender offers, mergers, recapitalizations, restructurings, going private transactions, spin-offs and proxy contests.

Book #00551; looseleaf, seven volumes, 8,536 pages; published in 1978, updated as needed.
ISBN: 978-1-58852-005-0


Satisfaction Guarantee: You will always have a full 30 days from receipt in which to review any book. If you don’t want the book, simply return it in resalable condition within 30 days of receipt and write “cancel” on the invoice. If you paid by credit or debit card you will receive a full refund of the purchase price (excluding return shipping & handling). eBook returns are only available if the eBook has not yet been downloaded and updates made available during any subscription term are not refundable.
For more information about online access and our downloadable EPUB format see our FAQ.

  • Availability: Available
  • Brand: Law Journal Press
  • Product Type: Books
  • Edition: 0
  • Page Count: 8536
  • ISBN: 978-1-58852-005-0
  • Pub#/SKU#: 551
  • Volume(s): 7

Author Image
  • Martin Lipton

Martin Lipton is a graduate of the University of Pennsylvania and of New York University Law School, where he was editor-in-chief of the Law Review. He is a partner in the New York firm of Wachtell, Lipton, Rosen & Katz.



Author Image
  • Erica H. Steinberger

Erica H. Steinberger, a graduate of Occidental College in Los Angeles and of New York University Law School, is a partner in the New York office of Latham & Watkins.


Volume 1

CHAPTER 1
Practical Aspects of
Tender Offers and Acquisitions
§ 1.01 General Perspectives
[1] Deal Activity
[2] Hostile and Unsolicited M&A
[3] Private Equity Trends
[4] Acquisition Financing
[5] Shareholder Litigation
[6] Shareholder Activism and Engagement
[7] Regulatory Trends
§ 1.02 Takeover Regulation
[1] The Williams Act
[2] Other Federal Securities Laws
[3] Margin Regulations: Financing an Acquisition
[4] Regulatory Approvals
[5] Notification Under the Hart-Scott Act
[6] State Takeover Statutes
§ 1.03 The Acquiror’s Decision
[1] Why Acquire by Tender Offer
[2] Identifying the Takeover Target
[3] Form of Offer
§ 1.04 Preparing the Attack
[1] Creation of a Team
[2] Pre-Offer Confidentiality
[3] Organizing for a Tender Offer
§ 1.05 [RESERVED]
§ 1.06 [RESERVED]
§ 1.07 [RESERVED]
§ 1.08 [RESERVED]
§ 1.09 [RESERVED]
§ 1.10 Structural Alternatives and Other Considerations in Business Combinations
[1] Preliminary Agreements: Confidentiality Agreements and Letters of Intent
[2] Federal Income Tax Considerations
[3] Consideration and Pricing
[4] Tender Offers
[5] Mergers of Equals
§ 1.11 Cross-Border Transactions
[1] Overview
[2] Special Considerations in Cross-Border Deals
[3] Deal Consideration and Transaction Structures
§ 1.12 Communication with Stockholders
§ 1.13 Implications of the Sarbanes-Oxley Act
[1] General Implications of SOX for M&A
[2] CEO/CFO Certifications: Acquirors Must Certify as to Targets Post-Closing
[3] Disclosure of Non-GAAP Financial Measures: Selling the Deal to Shareholders
[4] Disclosure of “Off-Balance Sheet Arrangements”: Some Targets May Be Less Attractive
[5] Limits on Non-Audit Services: How (or Who) to Do Diligence After SOX
[6] Auditor Independence: Acquiror’s Auditor and the Target
[7] No Loans to Directors or Executive Officers: LBOs, Target Loans and Loan Forgiveness
[8] Trading by Insiders: Technical Concerns with Blackout Periods
[9] Beyond SOX—Other Recent Regulations and M&A

CHAPTER 2
The Federal Regulatory Framework

§ 2.01 General Requirements Under the Williams Act
[1] A Summary
[2] Equity Securities
[3] Beneficial Ownership
[4] Determination of Five Percent
[5] Group
§ 2.02 Tender Offer or Accumulation of Shares
[1] Legislative History
[2] The “Creeping Tender Offer” Problem
[3] SEC’s Changing Position
[4] The Federal Securities Code
[5] Integration of Purchases Followed by a Formal Tender Offer
[6] Nonconventional Tender Offers
§ 2.03 Required Disclosure of Five Percent Holdings
[1] Disclosure Statements
[2] Pre-Filing Acquisitions
[3] Acquisitions Other Than by Purchase
[4] Filings by Multiple Owners
[5] Effect on Other Forms
[6] Reports by Institutional Investment Managers
§ 2.03A Scope of Tender Offer Regulation
[1] Scope of Regulations
[2] Exemption for Cross-Border Transactions
§ 2.04 Tender Offer Filing, Disclosure and Dissemination by the Bidder
[1] Filing and Disclosure Requirements
[2] Definitions
[3] Disclosure Statement
[4] Publication and Dissemination
[5] Commencement and Pre-Commencement Communications
§ 2.05 Substantive Requirements of a Tender Offer
[1] Length of the Offering Period
[2] Withdrawal Rights
[3] Proration Requirements
[4] All Holders and Best Price Rule
[5] Prompt Payment
[6] New Offer or Amendment
§ 2.06 Tender Offer Filing, Disclosure and Dissemination by the Target
[1] Rule 14e-2—Target Response Required
[2] Rule 14d-9—Solicitations and Recommendations
[3] Relationship Between Rules 14e-2 and 14d-9
[4] Disclosure Statement
§ 2.07 Issuer Tender Offers and Repurchases
[1] Rule 13e-1—Repurchases During Third Party Offers
[2] Rule 13e-4—Regulation of Issuer Tender Offers
[3] Rule 10b-18—Regulation of Issuer Repurchases
§ 2.08 Fraud and Manipulation; Inside Information
[1] Section 14(e)—Antifraud Provision
[2] Rule 10b-5—General Antifraud Provision
[3] Rule 14e-3—Tender Offer Inside Information Rule
§ 2.09 Rule 14f-1—Change in Majority of Directors
§ 2.10 Additional Regulations Under the 1934 Act
[1] Rule 10b-3—Purchases Outside a Tender Offer
[2] Regulation M—Repurchases During a Distribution
[3] Rule 10b-4—Short and Hedged Tendering
§ 2.11 Investment Company Act
§ 2.12 Margin Regulations
[1] Regulation U—Banks
[2] Regulation T—Brokers and Dealers
[3] Regulation G—Institutional Lenders
[4] Regulation X—Borrowers
§ 2.13 Section 16(b)—Short- Swing Profits
[1] “Orthodox” and “Unorthodox” Transactions
[2] Limiting Liability of Insiders
[3] Stock Options and Stock Appreciation Rights
[4] Extent of Liability Under Section 16(b)
§ 2.14 State, Federal and Foreign Regulation
[1] State and Federal Regulation of Change of Control
[2] Federal Restrictions on Acquisitions of Assets
[3] Federal Regulation of Acquisitions by Foreigners
[4] Foreign Approvals

CHAPTER 3
Disclosure Requirements

§ 3.01 Standards of Disclosure
[1] Materiality
[2] Balancing the Scope of Disclosure
[3] Totality of Disclosure
[4] Application Beyond Formal Offering Materials
[5] Special Situations Involving a Stricter Standard
[6] Regulatory Agency Positions
§ 3.02 Intention and Purpose Disclosures
[1] Control
[2] Restructuring of Target
[3] Change in Management or Board of Directors
[4] Merger of Target with Offeror
[5] Opposition to Third Party Takeover
§ 3.03 Antitrust Disclosures
[1] Possible Antitrust Violations
[2] Hart-Scott Act
[3] Exon-Florio
§ 3.04 Disclosure of Effect of Offer on Market and Exchange Listing
§ 3.05 Financial Disclosures
[1] Financial Statements of Offeror
[2] Tender Offer Loans
[3] Valuations and Projections
§ 3.06 Disclosure of Approvals for Change of Control
[1] State Takeover Statutes
[2] State and Federal Regulatory Approvals
[3] Foreign Regulatory Problems
[4] Contractual Provisions
§ 3.07 Ethics and Integrity Disclosures
[1] Questionable Payments
[2] Past Violations of Securities Laws
§ 3.08 Other Specific Disclosure Problems
[1] Expected Litigation
[2] Conditions of Offer
[3] Dealings Between Target and Offeror
[4] Transactions in Target Securities
[5] Defensive Merger by Target
[6] Fee Agreement with Investment Banker
§ 3.09 Target Disclosures on Schedule 14D-9
[1] Target’s Response to an Offer
[2] Conflicts of Interest
[3] Negotiations and Transactions
[4] Antitakeover Devices or Policies
§ 3.10 SEC Review of Disclosures

CHAPTER 4
Regulation by Trading Markets

§ 4.01 Requirements of the New York Stock Exchange
[1] Disclosure of Information
[2] Tender Offers
[3] Takeover Defenses: Charter and Bylaw Provisions
[4] Shareholder Approval
[5] Voting Rights; Dual Class Capitalization
§ 4.02 Requirements of the American Stock Exchange
[1] Disclosure of Information
[2] Tender Offers
[3] Takeover Defenses: Charter and Bylaw Provisions
[4] Shareholder Approval
[5] Voting Rights; Dual Class Capitalization
§ 4.03 Requirements of the Nasdaq Stock Market
[1] Disclosure of Information
[2] Tender Offers
[3] Takeover Defenses: Charter and Bylaw Provisions
[4] Shareholder Approval
[5] Voting Rights; Dual Class Capitalization

CHAPTER 5
State Regulation of Tender Offers

§ 5.01 Overview
§ 5.02 First Generation Statutes
[1] Summary of First Generation Statutes
[2] Early Constitutional Attacks
[3] Conflict with SEC’s Tender Offer Rules
[4] The MITE Decision
[5] Post-MITE Cases
§ 5.03 Second Generation Statutes
[1] Summary of Second Generation Statutes
[2] Constitutionality
§ 5.04 Constitutional Attacks on Change in Control Statutes
§ 5.05 Shareholder Lists

CHAPTER 5A
Standards for Conduct by the Board

§ 5A.01 M&A Duties and Board Considerations
[1] Directors’ Duties
[2] The Standards of Review
[3] Controlling Shareholders, Conflicts and Special Committees
§ 5A.02 Key Aspects of the Deal-Making Process
[1] Techniques for a Public Sale
[2] Valuing Stock Consideration in Acquisition Proposals
[3] Investment Bankers and Fairness Opinions
[4] Use and Disclosure of Financial Projections
§ 5A.03 Deal Protection and Deal Certainty
[1] Deal Protection Devices
[2] Material Adverse Effect Clauses
[3] Committed Deal Structures, Optionality and Remedies for Failure to Close
§ 5A.04 Duties of the Board in Dealing with Management Buyout Proposals
[1] Overview
[2] Standards of Board Conduct in the Buyout Context
[3] Structuring an Effective Special Committee
[4] The Special Committee in Action
[5] Limitations of Use of Special Committees
§ 5A.05 Duties to Creditors
[1] General Fiduciary Duties to Creditors
[2] Duty of Disclosure to Creditors
[3] Implied Covenants of Good Faith and Fair Dealing
[4] Fraudulent Conveyances
§ 5A.06 Directors’ and Officers’ Liability Insurance
[1] Background
[2] Liability Insurance Crisis
[3] Corporate Responses to the Liability Crisis
[4] Legislative Solutions

Volume 1A

CHAPTER 6
Defending Against Takeovers

§ 6.01 Policy Issues Relating to Takeover Activity
§ 6.02 RESERVED
§ 6.03 Advance Takeover Preparedness
[1] Defensive Charter and Bylaw Provisions
[2] Rights Plans
[3] “Poison Puts”
[4] Change of Control Employment Arrangements
§ 6.04 Responding to Pre-Offer Takeover Attempts
[1] No Duty to Negotiate
[2] Responding to Bear-Hugs
[3] Responding to Accumulations of Shares
[4] Public Announcement of the Raider’s Approach
[5] “Sandbagging” the Raider
[6] Repurchase of Shares from a Raider
§ 6.05 Responding to an Actual Offer
[1] Prior to Taking a Position
[2] Requirement of Response Under Rule 14e-2
[3] Suggested Procedures
[4] Reasonable Grounds for Rejecting an Offer
§ 6.06 Specific Responses
[1] Commencement of Litigation
[2] Characterizing the Offer as Inadequate
[3] Restructuring Defenses
[3A] Protect Preferred
[4] White Square and White Knight Arrangements
[5] The “Pac-Man” Defense
[6] Cash or Stock Acquisitions
§ 6.07 Tender Offer Litigation
[1] Standing to Sue Under Section 14(e)
[2] Standing Under Rule 10b-6
[3] Standing Under Rule 10b-13
[4] Standing Under Rule 10b-5 and Section 9
[5] Penalty for Disclosure Violations
§ 6.08 Section 13(d) Litigation
[1] Standing to Seek Injunctive Relief
[2] Damage Actions Under Section 13(d)
[3] Equitable Relief for Violations of Section 13(d)
§ 6.09 Causes of Action
[1] The Antitrust Defense
[2] Violations of Tender Offer Procedure
[3] Coercive Tender Offer Theory; Fairness to Non-Tendering Shareholders
[4] Breach of Fiduciary Duty
[5] Disclosure
[6] Questionable Payments
[7] Margin Regulations and Investment Company Act
[8] Other Regulatory Defenses

CHAPTER 7
Practical Impact of the
Antitrust Laws on Takeovers
§ 7.01 General Considerations
[1] Antitrust as a Factor
[2] The Hart-Scott Act
[3] Procedures to Preempt Problems
§ 7.02 The Hart- Scott Act: General Summary of Pre-Acquisition Notification Requirements
[1] The Hart-Scott Act
[2] The Rules
[3] Interpretations
[4] Exemptions
[5] Practical Effect
§ 7.03 Hart-Scott Act: Classification and Treatment of Acquisitions
[1] 801.30 and Non-801.30 Acquisitions
[2] “Secondary” Acquisitions of Third Parties
[3] Collateral Acquisitions by Third Parties
[4] Tender Offers
[5] Multistep Transactions
[6] Joint Ventures and Newly-Formed Corporations
§ 7.04 The Hart-Scott Act: “Size-of-Person” Test
[1] Statement of Test
[2] Uses of “Regularly Prepared” Financial Statements
[3] Change in Financial Conditions
[4] Modification for Formation of New Corporation
§ 7.05 The Hart-Scott Act: “Size-of-Acquisition” Test
[1] Statement of Test
[2] “Holding”
[3] Holding “as a Result of”—Aggregation
[4] Impact of “Acquired Person” Definition
[5] Valuation of Assets and Securities
[6] Calculation of Percentages
[7] Determination at Time of Consummation
[8] Non-Reportable “Acquisitions”
§ 7.06 The Hart-Scott Act: Limitations on Size-of-Acquisition Test
[1] Concept
[2] The Thresholds
[3] The Exemption and Its Condition
[4] Operation of the Exemption
[5] Certain Aspects of the Exemption
§ 7.07 The Hart- Scott Act: Exemptions
[1] General Comments
[2] Exemptions Provided by Hart-Scott Act
[3] Exemptions Provided by the Rules
[4] Ad Hoc Exemptions
§ 7.08 The Hart-Scott Act: Waiting Period
[1] Length of Waiting Period
[2] Commencement and Expiration of Waiting Period
[3] Pre-Filing Procedural Requirements
[4] Additional Data Requests
[5] Early Termination
[6] Amended and Renewed Tender Offers
§ 7.09 The Hart- Scott Act: Procedural Aspects
[1] The Form
[2] Compliance
[3] Confidentiality
§ 7.10 The Hart-Scott Act: Certain Key Definitions
[1] “Control”
[2] “Entity” and Related Terms
[3] “Acquiring Person” and “Acquired Person”
[4] “Voting Securities”
[5] “Assets”
§ 7.11 Merger Guidelines of Department of Justice and Federal Trade Commission
[1] General
[2] Policy Goals
[3] Market Definition
[4] Horizontal Mergers
[5] Inadequate Defenses

CHAPTER 8
The Dealer-Manager for the Bidder and
the Investment Banker for the Target
§ 8.01 The Investment Banker/Dealer-Manager for the Bidder
[1] Functions
[2] Selection
[3] Dealer-Manager Agreement
§ 8.02 The Investment Banker for the Target
[1] Functions
[2] Agreement
§ 8.03 Soliciting Dealers
[1] Functions
[2] Agreement
[3] Federal and State Positions on Soliciting Dealer Fees
§ 8.04 Market Activities of Investment Bankers in Connection with Tender Offers
[1] When Acting as Dealer-Manager
[2] After Retention by or Contacts with Target or White Knight
[3] Prior to Retention or Contacts
[4] As a Soliciting Dealer
§ 8.05 Special Compliance Procedures for Arbitrage Departments
[1] Obtaining Public Information
[2] Distinguishing Between Public and Inside Information
[3] Contact with Other Market Professionals
[4] Chinese Walls and Similar Insulating Procedures
§ 8.06 Investment Bankers’ Fairness Opinions
[1] Value of Fairness Opinions
[2] Determination of Fairness and Fair Price
[3] Considerations Influencing an Opinion
[4] Liability for Fairness Opinions
[5] Due Diligence in Connection with Fairness Opinions
[6] Procedures in Rendering Fairness Opinions
§ 8.07 Investment Bankers’ Duty of Confidentiality

CHAPTER 9
Freezeouts; Going Private

§ 9.01 Going Private Transaction
[1] Types of Going Private Transactions
[2] Motives and Justifications for Freezeouts
[3] Applicable Legal Standards
[4] Commentary on Freezeouts
[5] History of Freezeouts
§ 9.02 Types of Going Private Transactions
[1] “Pure Freezeouts”/MBOs
[2] Second-Step Freezeouts
[3] Parent/Subsidiary Freezeouts
§ 9.03 Methods of Going Private
[1] Long-Form Merger or Plan of Share Exchange
[2] Short-Form Merger
[3] Reverse Stock Split
[4] Multistep Sale of Assets and Dissolution
[5] Tender Offer
[6] Limited Partnership Roll-Up
§ 9.04 Federal Regulatory Scheme
[1] Disclosure—Rule 13e-3
[2] Private Rights of Action Under Rule 13e-3 and Rule 10b-5
[3] Tender Offers—Section 14(d), Section 14(e) and Rule 13e-4
[4] Roll-Up Transactions—Securities Act Release No. 6922 and Section 14(h)
[5] Applicability of Margin Regulations
§ 9.05 State Standards
[1] Entire Fairness
[2] Appraisal Rights as an Exclusive Remedy
[3] Freezeouts as Per Se Fraudulent Under New York Case Law
[4] Statutory Limitations
§ 9.06 Fair Dealing
[1] Approval by Independent Directors
[2] Approval by Majority of Minority
[3] Other Factors
§ 9.07 Fair Value and Fair Price
[1] Current and Historical Market Prices
[2] Going Concern, Earnings of DCF Value
[3] Liquidation, Net Asset or Net Book Value
[4] Discounts and Premiums
[5] Additional Factors
§ 9.08 How to Go Private

CHAPTER 10
Tax, Accounting and ERISA Considerations
in Takeovers and Freezeouts
§ 10.01 Tax Considerations—Introduction
§ 10.02 Takeovers
[1] Tax-Free Takeovers—General Considerations
[2] Tax-Free Reorganizations
[3] Partially Taxable Transactions
[4] Tender and Exchange Offers
[5] Taxable Transactions
[6] Net Operating Losses and Other Carryovers
§ 10.03 Freezeouts
[1] Second-Step Freezeouts
[2] Tax-Free Freezeouts
[3] Taxable Freezeouts: Stock Purchases by the Continuing Shareholder
[4] Taxable Freezeouts: Redemptions
[5] Taxable Freezeouts: Sales of Assets
§ 10.04 Leveraged Buyouts
[1] Tax Consequences for the Target
[2] Tax Consequences for the Acquiror
§ 10.04A Tax-Free Spin-Offs and Morris Trust Transactions
[1] Spin-Offs in General
[2] Reorganization at the Subsidiary Level
[3] Leveraged Partnership Dispositions
[4] Tax-Sharing Arrangements
§ 10.04B Operating Joint Ventures
[1] Choice of Entity: General Considerations
[2] Extracting Cash from the Partnership
[3] Hybrid Partnership Structures
§ 10.04C International Corporate Reorganizations
[1] Foreign Corporations as Acquirors: Outbound Transfers
[2] Foreign Corporations as Targets: Inbound Transfers
[3] Other Tax Consideration in International Acquisitions of Combinations
§ 10.05 Greenmail
§ 10.06 Accounting Considerations
[1] Purchase Accounting: Elimination of Pooling-of-Interests Accounting
[2] Push Down Accounting
§ 10.07 Certain ERISA Considerations
[1] Qualified v. Non-Qualified Plans
[2] Form of Pension Plan: Defined Benefit v. Defined Contribution Plan
[3] Potential Pension Plan Liabilities
[4] Continuation of Target’s Pension Plans
[5] Leveraged Employee Stock Ownership Plans
§ 10.08 Employee Stock Options and Stock Appreciation Rights
[1] General Tax Considerations
[2] Treatment of Options in Acquisition
§ 10.09 Parachute Payments—Executive Compensation in Takeover Situations

CHAPTER 11
Acquisitions of Financial Institutions

§ 11.01 Current Developments on the Financial Institutions Landscape
[1] Deal Environment
[2] Activists Look to Extend Disruption into the FIG Arena
[3] Successfully Navigating Regulatory and Compensatory
§ 11.02 Board Evaluation of M&A and Strategic Transactions
[1] Qualitative Factors in Evaluating Strategic Alternatives; Short-Term Versus Long-Term Values
[2] Preservation of the Company’s Franchise
[3] Importance of the Evaluation Process
[4] Special Considerations in the “Going Private” Context
[5] Directors’ Duties to Maintain Confidentiality of Data
[6] The M&A Litigation Landscape
§ 11.03 Financial Institution Acquisition Agreements: Procedural and Contractual Issues
[1] Structural Alternatives for Mergers and Tender Offers
[2] Factors Influencing Choice of Structure
[3] Contractual Issues
[b] Striking the Right Balance in Merger Consideration: Pricing Formulas and Allocation Procedures for Mixed Cash/Stock Consideration
[4] Protecting the Deal
[5] Bank Branch Sales
§ 11.04 Mergers of Equals
[1] The Advantages of an MOE Structure
[2] Resolving the Key Governance Issues
[3] The MOE Merger Agreement
[4] Fiduciary Issues and Fairness Opinions in MOEs
[5] Protecting the Deal
§ 11.05 Capital Raising Strategies
[1] Recent Capital Raising Activity
[2] Raising Additional Capital
[3] Transactions by Private Equity Firms and Other Investment Vehicles
[4] Other Capital Strategies
§ 11.06 Responding to Unsolicited Takeover Offers
[1] Takeover Preparedness in the Current Environment
[2] Notable Hostile Situations in the Financial Services Sector
[3] Responding to Takeover Threats
[4] Advance Preparation
[5] Hostile Takeover Techniques
[6] Regulatory Defenses
[7] Structural Defenses

CHAPTER 12
Regulation of Financial Institutions

§ 12.01 Federal Regulatory Framework
[1] Overview of Different Banking Vehicles
[2] Key Statutes Applicable to Mergers and Acquisitions
[3] Significant Consequences of “Control”
[4] Interstate Banking and Interstate Branching
[5] Prompt Corrective Action
[6] Enforcement Actions by Federal Bank Regulators
§ 12.02 The Regulatory Approval Process for Acquiring Banks and Bank Holding Companies
[1] Bank Holding Company Act Criteria
[2] Control Act Criteria
[3] Bank Merger Act Criteria
[4] Acquisitions by Foreign Banks and Bank Holding Companies
[5] Implications of Dodd-Frank for Financial Institution Merger and Acquisitions
§ 12.03 The Post-Dodd-Frank Regulatory Landscape
[1] The Financial Stability Oversight Council
[2] Consumer Financial Protection Bureau
[3] Enhanced Supervision and Prudential Standards; the Collins Amendment
[4] Concentration Limits
[5] The Volcker Rule
[6] Enhanced Resolution Authority
[7] Derivatives
[8] BSA/AML Enforcement; OFAC Sanctions
[9] Other Notable Regulatory Rulemaking in 2016
§ 12.04 Antitrust Considerations in Bank Transactions
[1] Basic Statutory Framework
[2] Methodology Used by Federal Reserve Board
[3] Department of Justice Methodology
[4] Other Federal Reserve and DOJ Substantive Considerations
[5] Federal Reserve Board and Justice Department Policy Regarding Divestitures
[6] State Attorney General Involvement
[7] Potential Competition
[8] Nonbank Acquisitions
[9] Transactions Subject to Review Under the Hart-Scott-Rodino Antitrust Improvements Act of 1976

Table of Cases
Index


Volume 2

APPENDIX A
Accumulation of Shares and Target Responses

A(1) Form of Schedule 13D
A(2) Officers and Directors 13D Questionnaire
A(3) Schedule 13D’s
(a) Excerpt from Schedule 13D filed by The Dow Chemical Company with respect to Rorer Group Inc. (April 4, 1984)
(b) Excerpt from Schedule 13D filed by Dia Investment (Antilles) N.V. and certain affiliates with respect to St. Regis Corporation (February 7, 1984)
(c) Excerpt from Amendment No. 1 to Schedule 13D filed by Dia Investment (Antilles) N.V. and certain affiliates with respect to St. Regis Corporation (March 11, 1984)
(d) Excerpt from Schedule 13D filed by Western Pacific Industries Inc. with respect to Cone Mills Corporation (October 27, 1983)
(e) Excerpt from Amendment No. 4 to Schedule 13D filed by Western Pacific Industries Inc. with respect to Cone Mills Corporation (November 30, 1983)
(f) Excerpt from Amendment No. 6 to Schedule 13D filed by Western Pacific Industries Inc. with respect to Cone Mills Corporation (December 23, 1983)
(g) Excerpt from Amendment No. 7 to Schedule 13D filed by Western Pacific Industries Inc. with respect to Cone Mills Corporation (March 27, 1984)
(h) Excerpt from Schedule 13D filed by Unicorp American Corporation, Unicorp Canada Corporation and George S. Mann with respect to Valley Federal Savings and Loan Association (August 17, 1983)
(i) Excerpt from Schedule 13D filed by Hepplewhite Limited Partnership and certain affiliates with respect to Trans World Corporation (December 1, 1982)
(j) Excerpt from Schedule 13D filed by The Henley Group, Inc. with respect to Santa Fe Southern Pacific Corporation (October 19, 1987)
(k) Excerpt from Amendment No. 5 to Schedule 13D filed by Pinault-Printemps-Redoute S.A. with respect to Gucci Group N.V. (September 9, 2001)
A(4) Buy-Backs
(a) Letter dated March 19, 1984 to shareholders of St. Regis Corporation describing buy-back of Sir James Goldsmith’s block of common stock
(b) Press release dated March 6, 1984 Of Texaco relating to buy- back of Bass Brothers’ block of common stock
(c) Stock Disposition Agreement dated as of December 16, 1996 between American Standard Companies Inc. and Kelso & Company, L.P. and Annex A
A(5) Standstill Agreements
(a) Memorandum dated December 21, 1982
(b) Stock Purchase Agreement dated July 29, 1983 among Ideal Basic Industries, Inc. and Philip F. Anschutz and the Anschutz Corporation
(c) Agreement between Cities Service Company and Mesa Petroleum Co. dated June 18, 1982
(d) Agreement between The Seagram Company, Ltd. and E.I. du Pont de Nemours and Company dated October 2, 1981
A(6) 13D Litigation
(a) Rorer Group Inc. v. Oppenheimer & Co., Inc. Civ. 7906 (TPG), Amended Complaint (filed December 7, 1982 S.D.N.Y.)
(b) Cities Services Company v. Nu-West Group Limited, No. 81-C- 242-C, amended complaint (filed June 18, 1981 N.D. Ok.)

APPENDIX B
Tender Offers, Exchange Offers and Related Documents

B(1) Tender Offers
(a) Offer to Purchase shares of Carter Hawley Hale Stores, Inc. by The Limited, Inc. (April 4, 1984)
(b) Excerpts from Supplement to Offer to Purchase shares of Carter Hawley Hale Stores, Inc. by The Limited, Inc. (April 26, 1986)
(c) Offer to Purchase shares of Sperry Corporation by Burroughs Corporation (May 8, 1986)
(d) Supplement to Offer to Purchase shares Sperry Corporation by Burroughs Corporation (May 28, 1986)
(e) Supplement to Offer to Exchange by Turner Broadcasting System, Inc. for CBS Inc. (June 21, 1985)
(f) Excerpts from Offer to Purchase shares of Warner Communications Inc. by Time Incorporated (June 16, 1989)
(g) Offer to Purchase shares of NCR Corporation by AT&T (December 6, 1990)
(h) Reserved
(i) Reserved
(j) Reserved
(k) Reserved
(l) Reserved
(m) Offer to Purchase shares of Paramount Communications Inc. by QVC Network, Inc. (October 27, 1993)
(n) Reserved
(o) Reserved
(p) Offer to Purchase shares of ITT Corporation by Hilton Hotels Corporation (January 31, 1997)
(q) Supplement to Offer to Purchase shares of ITT Corporation by Hilton Hotels Corporation (August 7, 1997)
(r) Supplement to Offer to Purchase shares of ITT Corporation by Hilton Hotels Corporation (November 3, 1997)
(s) Excerpts from Offer to Purchase shares of Cyprus Amax Minerals Company by Phelps Dodge Corporation (September 7, 1999)
(t) Excerpts from Offer to Purchase shares of Normandy Mining Limited by Newmont Mining Corporation (January 10, 2002)
(u) Offer to Exchange shares of Aventis by Sanofi-Synthelabo (April 9, 2004)
(v) Offer to Purchase shares of Gucci Group N.V. by Pinault- Printemps-Redoute S.A. (April 1, 2004)
(w) Offer to Purchase shares of ALARIS Medical Systems, Inc. by Cardinal Health, Inc. (May 28, 2004)
B(2) Pac-Man Tender Offers
(a) Excerpts from Offer to Purchase shares of The Coastal Corporation by Houston Natural Gas Corporation (February 1, 1984)
(b) Excerpts from Offer to Purchase shares of The Bendix Corporation by Martin Marietta Corporation (August 31, 1982)
(c) Memorandum dated September 29, 1982—Bendix-Marietta: Some Afterthoughts
B(3) Checklists and Timetables
(a) Hostile Tender Offer
(b) Negotiated Tender Offer and Merger
B(4) Form of Dealer Manager Agreement (with Opinion)
B(5) Form of Depository Agreement
B(6) Form of Forwarding Agent Agreement
B(7) Letter of Transmittal
B(8) “To Our Clients” Letter
B(9) “To Brokers” Letter
B(10) Notice of Guaranteed Delivery
B(11) Tax Information Sheet
B(12) Form of Schedule TO (14D-1)
B(13) Officers and Directors 14D-1 Questionnaire
B(14) Schedule 14D-1
(a) Schedule 14D-1 filed by Hilton Hotels Corporation with respect to ITT Corporation (January 31, 1997)
(b) Amendment No. 23 to Schedule 14D-1 filed by Hilton Hotels Corporation with respect to ITT Corporation (August 7, 1997)
B(15) Bear-Hug Letters
(a) Letter from Hanson Industries Inc. to U.S. Industries dated April 2, 1984
(b) Letter from The Limited, Inc. to Carter Hawley Hale Stores, Inc. dated April 2, 1984
(c) Letter from The Herald Company to Booth Newspapers, Inc. dated October 24, 1976
(d) Letter from Burroughs Company to Sperry Corporation dated May 5, 1986
(e) Letter from Diamond Lands Corporation to The Continental Group Inc. dated June 5, 1984
(f) Letter from Pan American Properties to RAM-PAC dated December 12, 1983
(g) Letter from IC Industries, Inc. to Sunbeam Corporation dated September 18, 1981
(h) Letter from Eaton Corporation to CAPCO Automotive Products Corporation dated March 13, 1996
(i) Letter from Worldcom for MCI dated October 1, 1997
(j) Letter from GTE for MCI dated October 15, 1997
(k) Letter from Bank of New York Company to Mellon Bank Corporation dated April 22, 1998
(l) Letter from Alcoa for Reynolds dated August 11, 1999
B(16) Letter from Raider to Target
(a) Letter from The Limited, Inc. to Carter Hawley Hale Stores, Inc.
B(17) Tender Offer Tombstone
B(18) Press Releases
(a) Press Releases of Burroughs Corporation relating to tender offer for Sperry Corporation
(b) Press Releases of Diamond Shamrock Corporation relating to its tender offer for Natomas Company
(c) Press Releases of AT&T relating to its tender offer for NCR
B(19) Form of Rule 14d-5 stockholder list and security position listing request
B(19.1) Response to Rule 14d-5(a) Request
B(20) Bidding Procedures
(a) Excemption Agreement dated as of December 22, 1993 between Paramount Communication Inc. and QVC Network, Inc. (effective as of January 21, 1994) and First Amendment to Exemption Agreement dated as of January 27, 1994
B(21) Litigation
(a) Brief of QVC Network, Inc. in Paramount Communications Inc. v. QVC Network, Inc., Nos. 427 and 428 1993 (Delaware Supreme Court, December 4, 1993)

Volume 3

APPENDIX C
Target Responses and Related Documents

C(1) Takeover Response Checklist
C(2) Forms of Engagement Letters for Target’s Investment Bankers
(a) Form of Engagement Letter with respect to target offer defense
(b) Form of Indemnification Agreement
(c) Form of Engagement Letter with respect to target tender offer defense
(d) Form of Engagement Letter with respect to certain antitakeover matters
(e) Form of Engagement Letter with respect to certain antitakeover matters
(f) Form of Engagement Letter with respect to leveraged buyout proposal
(g) Form of Engagement Letter with respect to leveraged buyout proposal
C(3) Investment Bankers’ Opinion Letters to Target
(a) Letter dated August 26, 1985 from Lazard Freres & co. to Revlon, Inc.
(b) Reserved
(c) Letter dated December 22, 1982 from The First Boston Corporation to General American Oil Company of Texas
C(4) Forms of minutes of board of directors meeting rejecting takeover proposal
(a) Rejecting hostile offer
(b) Rejecting hostile offer and authorizing certain defensive actions
C(5) Letter to Raider rejecting Offer
Letter dated January 15, 1979 from McGraw-Hill, Inc. to American Express Company
C(6) Reverse Bear Hug
(a) Letter dated February 6, 1984 from Houston Natural Gas Corporation to The Coastal Corporation
C(7) Letters to Shareholders
(a) Letter to shareholders of McGraw-Hill, Inc. dated January 22, 1979
(b) Letter to shareholders of General American Oil Company of Texas dated December 23 and 30, and January 4, 1982
(c) Letters to shareholders of Houston Natural Gas Corporation dated February 1 and 6, 1984
(d) Letter dated February 6, 1984 from Houston Natural Gas Corporation to The Coastal Corporation
(e) Letter to shareholders of Revlon, Inc. dated August 27, 1985
(f) Letter to shareholders of SCM Corporation dated September 16, 1985
(g) Letter to shareholders to Crown Zellerbach Corporation (undated)
(h) Letter to shareholders of NCR
(i) Letters to shareholders of ITT Corporation
C(8) Reserved
C(9) Form of Schedule 14D-9
C(10) Schedule 14D-9’s
(a) Schedule 14D-9 filed by Phillips Petroleum Company with respect to Offer to Purchase by Icahn Group Inc. (February 15, 1985)
(b) Schedule 14D-9 filed by Safeway Stores, Incorporated with respect to Offer to Purchase by Dart Group Corporation (July 22, 1986)
(c) Excerpt from Schedule 14D-9 filed by Great Northern Nekoosa Corporation with respect to Offer to Purchase by Georgia-Pacific Corporation (November 13, 1989)
(d) Excerpt from Amendment No. 4 to Schedule 14D-9 filed by Great Northern Nekoosa Corporation (November 22, 1989)
(e) Excerpt from Amendment No. 30 to Schedule 14D-9 filed by Great Northern Nekoosa Corporation (February 14, 1990)
(f) Excerpt from Amendment No. 32 to Schedule 14D-9 filed by Great Northern Nekoosa Corporation (February 20, 1990)
(g) Excerpt from Amendment No. 33 to Schedule 14D-9 filed by Great Northern Nekoosa Corporation (February 21, 1990)
(h) Schedule 14D-9 filed by Square D Company with respect to Offer to Purchase by Schneider S.A. (March 11, 1990)
(i) Schedule 14D-9 filed by Durr-Fillauer Medical, Inc. with respect to Offer to Purchase by Bergen Brunswig Corporation (July 17, 1992)
(j) Amendment No. 6 to Schedule 14D-9 filed by Durr-Fillauer Medical, Inc. with respect to Offer to Purchase by Bergen Brunswig Corporation (July 30, 1992)
(k) Amendment No. 10 to Schedule 14D-9 filed by Durr-Fillauer Medical, Inc. with respect to Offer to Purchase by Bergen Brunswig Corporation (August 17, 1992)
(l) Amendment No. 19 to Schedule 14D-9 filed by Durr-Fillauer Medical, Inc. with respect to Offer to Purchase by Bergen Brunswig Corporation (September 8, 1992)
(m) Schedule 14D-9 filed by ITT Corporation with respect to Offer to Purchase by Hilton Hotels Corporation (February 12, 1997)
(n) Amendment No. 20 to Schedule 14D-9 filed by ITT Corporation with respect to Offer to Purchase by Hilton Hotels Corporation (July 16, 1997)
C(11) Forms of Confidentiality Letters
C(12) 14D Litigation
(a) Houston Natural Gas Corporation v. The Coastal Corporation, C.A. No. H-84-537, Complaint (filed January 31, 1984 S.D. Tex.)
The Limited, Inc. v. Carter Hawley Hale Stores, Inc., CV84-2200-AWT (JRx), First Amended Counterclaim (filed April 21, 1984 C.D. Cal.)
C(13) Crown Jewel and Lock-Up Agreements
(a) Food Business Option Agreement dated as of May 24, 1984 between Esmark, Inc. and Beatrice Foods Co.
(b) Stock Option Agreement dated as of May 18, 1984 between Esmark, Inc. and Beatrice Foods Co.
(c) Stock Option Agreement dated as of April 16, 1984 among General Cinema Corporation, Carter Hawley Hale Stores, Inc., CHH Holdings, Inc. and Walden Book Company, Inc.
(d) Stock Purchase Agreement dated April 16, 1984 between Carter Hawley Hale Stores, Inc. and General Cinema Corporation
(e) Agreement dated February 13, 1982 between Brunswick Corporation and American Home Products Corporation
C(14) Rule 13e-1 Transaction Statement
(a) Rule 13e-1 Transaction Statement filed by Carter Hawley Hale Stores, Inc. (April 16, 1984)
C(15) Press Releases
(a) Press releases of Houston Natural Gas Corporation relating to the tender offer for its shares by The Coastal Corporation
(b) Press release of Revlon, Inc. relating to the tender offer for its shares by Pantry Pride, Inc.

APPENDIX D
Issuer Tender Offers and Exchange Offers

D(1) Issuer Tender Offers
(a) Excerpt from Offer to Purchase shares of General American Oil Company of Texas (December 23, 1982)
(b) Excerpt from Supplement to Offer to Purchase shares of General American Oil Company of Texas (January 4, 1983)
(c) Excerpt from Supplement to Offer to Purchase shares of General American Oil Company of Texas (January 7, 1983)
(d) Excerpt from Offer to Purchase shares of Houston Natural Gas Corporation (February 6, 1984)
(e) Offer to Purchase shares of Phillips Petroleum Company (March 4, 1985)
(f) Excerpt from Offer to Purchase shares of Revlon, Inc. (August 29, 1985)
D(2) Form of Schedule 13E-4
D(3) Schedule of 13E-4
(a) Schedule 13E-4 filed by Houston Natural Gas Corporation (February 6, 1984)

APPENDIX E
Leveraged Buy-Outs and Related Documents

E(1) Agreements in Principle
(a) Form of Business combination proposal
(b) Letter of Intent between Lazard Freres & Co. and TI-CARO, INC. dated December 2, 1983
(c) Agreement in Principle between Forstmann Little & Co. and Dr. Pepper Company dated November 17, 1983
E(2) Tender Offers
(a) Offer to Purchase shares of Levi Strauss & Co. by HHF Corp. (August 2, 1985)
(b) Excerpt from Offer to Purchase shares of AMSTED Industries Incorporated by AMSTED Industries Incorporated and its Employees’ Stock Ownership Plan (February 5, 1986)
E(3) Proxy Statements
(a) Excerpts from Proxy Statements dated January 28, 1984 of Dr. Pepper Company
(b) Excerpts from Proxy Statement dated May 21, 1984 of Metromedia, Inc.
(c) Excerpts from Proxy Statement dated May 23, 1986 of R.H. Macy & Co., Inc
E(4) Form of Schedule
E(5) Schedule
(a) Schedule 13E-3 filed by Levi Strauss & Co. (July 19, 1985)
E(6) Investment Bankers’ Fairness Opinion Letters
(a) Letter from Goldman, Sachs & Co. to Levi Strauss & Co. dated August 2, 1985
E(7) Press Releases
(a) Press release relating to leveraged buy-out of Levi Strauss & Co.

Volume 4

APPENDIX F
Merger Proxy Statements and Related Documents

F(1) Business Combinations
(a) Agreement and Plan of Merger By and Among United Technologies Corporation, Riveter Merger Sub Corp. and Rockwell Collins, Inc., dated as of September 4, 2017
(b) Agreement and Plan of Merger by and among Abbott Laboratories, St. Jude Medical, Inc., Vault Merger Sub, Inc. and Vault Merger Sub. LLC, dated as of April 27, 2016
(c) [Reserved]
(d) Transaction Agreement and Plan of Merger among Eaton Corp., Abeiron Ltd., Comdell Ltd., Turlock B.V. and Turlock Corp. dated May 21, 2012
(e) [Reserved]
(f) [Reserved]
(g) [Reserved]
(h) Agreement and Plan of Merger by and among UnionBanCal Corp., Pebble Merger Sub Inc. and Pacific Capital Bancorp dated as of March 9, 2012
(i) [Reserved]
(j) Agreement and Plan of Merger among EQT Corporation, Eagle Merger Sub I, Inc. and Rice Energy Inc. dated as of June 19, 2017
(k) Transaction Agreement between Invesco Ltd. and Guggenheim Capital, LLC, dated as of September 28, 2017
(l) Agreement and Plan of Merger by and among Prysmian S.p.A., Alisea Corp. and General Cable Corporation dated as of December 3, 2017
(m) [Reserved]
(n) [Reserved]
(o) Agreement and Plan of Merger among Sanofi-Aventis, GC Merger Corp. and Genzyme Corp. dated as of Feb. 16, 2011
(p) Stock Purchase Agreement by and between Deutsche Telekom AG and AT&T Inc. dated as of Mar 20, 2011
(q) Business Combination Agreement by and among NYSE Euronext, Deutsche Börse AG, Alpha Beta Netherlands Holding N.V. and Pomme Merger Corporation dated as of February 15, 2011
(r) Agreement and Plan of Merger among Kinder Morgan, Inc., Sherpa Merger Sub, Inc., Sherpa Acquisition, LLC, Sirius Holdings Merger Corporation, Sirius Merger Corporation and El Paso Corporation dated as of October 16, 2011 and Voting Agreement between El Paso Corporation and Stockholders of Kinder Morgan Inc. dated as of October 16, 2011
(s) Agreement and Plan of Merger by and among Google Inc., RB98 Inc. and Motorola Mobility Holdings dated as of August 15, 2011
(t) Agreement and Plan of Merger by and among Family Dollar Stores, Inc., Dollar Tree, Inc., and Dime Merger Sub, Inc. dated as of July 27, 2014
(u) Agreement and Plan of Merger by and among Washington Prime Group, Inc., Washington Prime Group LP, WPG Subsidiary Holdings I, LLC, WPG Subsidiary Holdings II Inc., Glimcher Realty Trust, and Glimcher Properties Limited Partnership dated as of September 6, 2014

Volume 5

APPENDIX F
Merger Proxy Statements and Related Documents

(v) Agreement and Plan of Merger by and among Royal Bank of Canada, City National Corporation and RBC USH Holdco Corporation dated as of January 22, 2015
(w) Agreement and Plan of Merger by and among Huntington Bancshares Incorporated, FirstMerit Corporation and West Subsidiary Corporation, dated as of January 25, 2016
(x) Agreement and Plan of Merger by and among Time Warner Cable, Inc., Charter Communications, Inc., CCH I, LLC, Nina Corporation I, Inc., Nina Corporation II LLC, and Nina Company III, LLC dated as of May 23, 2015
(y) Agreement and Plan of Merger by and among Johnson Controls, Inc., Tyco International PLC and Jagara Merger Sub LLC, dated as of January 24, 2016
(z) Agreement and Plan of Merger by and among Hewlett Packard Enterprise Company, Seattle Spinco, Inc., Micro Focus International PLC, Seattle Holdings, Inc. and Seattle MergerSub, Inc., dated as of September 7, 2016
(aa) Agreement and Plan of Merger by and between Skagit Bancorp, Inc. and Banner Corporation, dated as of July 25, 2018
(bb) Agreement and Plan of Merger by and among Salesforce.com, Inc., Malbec Acquistion Corp. and Mulesoft, Inc., dated as of March 20, 2018
(cc) Stock Purchase Agreement by and among The Southern Company, 700 Universe, LLC and Nextera Energy, Inc., dated as of May 20, 2018
(dd) Agreement and Plan of Merger by and among Broadcom Inc., Collie Acquisition Corp. and CA, Inc., dated as of July 11, 2018
(ee) Agreement and Plan of Merger dated as of January 2, 2019 among Bristol-Myers Squibb Company, Burgundy Merger Sub, Inc. and Celgene Corporation
(ff) [Reserved]
(gg) [Reserved]
(hh) [Reserved]
(ii) [Reserved]
(jj) [Reserved]
(kk) [Reserved]
(ll) [Reserved]
(mm) [Reserved]
(nn) Agreement and Plan of Merger by and between Sterling Financial Corporation and Umpqua Holdings Corporation (Dated as of September 11, 2013)
(oo) Business Combination Agreement by and between Omnicom Group Inc. and Publicis Groupe S.A. (Dated as of July 27, 2013)
(pp) Agreement and Plan of Merger by and between Camco Financial Corporation and Huntington Bancshares Incorporated (Dated as of October 9, 2013)

Volume 6

APPENDIX G
Defense Charter and By-Law Amendments

G(1) Fair Price and Related Charter Amendments
(a) Excerpts from Proxy Statement dated May 24 1989 of Morton Thiokol, Inc.
(b) Certificate of Incorporation of Thiokol Corporation
(c) [Reserved]
(d) [Reserved]
G(2) Antigreenmail Charter Amendments
(a) Excerpts from Proxy Statement dated March 21, 1988 of martin Marietta Corporation
G(3) Dual Class Capitalization
(a) Excerpts from Proxy Statement dated April 2, 1985 of Kaufman and Broad, Inc.
(b) Letter to shareholders of Kaufman and Broad, Inc. dated June 19, 1985
G(4) Indemnification of Directors and Officers
(a) Excerpts from Proxy Statement dated August 13, 1986 of Burroughs Corporation
(b) Charter provision of Burroughs Corporation providing for indemnification of directors and officers
(c) Form of contract providing for indemnification of directors and officers
(d) Proposed Legislation Regarding the Scope of Liability of Directors, Officers and Employees of Public Corporation
G(5) By-Law Provision
(a) Model by-law provisions with respect to nomination of directors and notice of stockholder business

APPENDIX H
Share Purchase Rights Plan

H(1) Memorandum describing Share Purchase Rights Plan
H(2) Form of Rights Amendment
H(3) Form of Board Resolutions adopting a Rights Plan
H(4) Form of press release announcing adoption of a Rights Plan
H(5) Form of letter to shareholders with respect to adoption of a Rights Plan

APPENDIX I
Recapitalizations and Related Documents

I(1) Proxy Statements
(a) Excerpts from Proxy Statement dated January 31, 1985 of Phillips Petroleum Company
(b) Excerpts from Proxy Statement dated August 20, 1985 of Multimedia, Inc.
(c) Excerpts from Proxy Statement dated May 2, 1986 of FMC Corporation
(d) Excerpts from Proxy Statement dated April 4, 1986 of Warnaco, Inc.
(e) Excerpts from Proxy Statement dated January 7, 1997 Kindercare Learning Centers, Inc.
I(2) Spin-Offs
(a) Excerpts from Proxy Statement dated May 24, 1989 of Morton Thiokol, Inc. relating to spin-off of Morton International, Inc.
(b) Excerpts from Information Statement of NL Industries, Inc. dated July 14, 1986 relating to proposed spin-off of NL Chemicals
(c) Excerpts from Proxy Statement dated February 7, 1992 of The Dial Corp relating to reincorporation merger and spin-off of GFC Financial Corporation
I(3) Master Limited Partnerships
(a) Excerpts from Preliminary Prospectus of Crown Zellerbach Corporation dated July 10, 1985
I(4) Letters to Shareholders
(a) Letters to Shareholders of Phillips Petroleum Company
I(5) Disclosure Statement
(a) Prepackaged Bankruptcy Solicitations Disclosure Statement dated November 20, 1991 of Edgell Communications, Inc.

APPENDIX J
Proxy Contests

J(1) Insurgents Proxy Statements
(a) Excerpts from Proxy Statement dated March 31, 1983 of Odyssey Partners relating to Trans World Corporation
(b) Excerpts from Proxy Statement dated May 6, 1986 of The Committee to Revitalize Leaseway Transportation Corp.
(c) Excerpts from Proxy Statement dated February 12, 1991 of AT&T relating to NCR Corporation
(d) Proxy Statement dated April 9, 1990 of Torchmark Corporation relating to American General Corporation and Supplement dated April 13, 1990
J(2) Letter to Shareholders
(a) Letters to shareholders of TransWorld Corporation dated April 8, 1983 and April 20, 1983
(b) Letters to shareholders of Leaseway Transportation Corp. dated May 2, 1986
(c) Letters to shareholders of Irving Bank Corporation dated March 5, 1990, March 9, 1990, March 16, 1990 and March 23, 1990
(d) Letters to shareholders of Lockhead Corporation dated March 5, 1990, March 9, 1990, March 16, 1990 and March 23, 1990
(e) Letters to shareholders of NCR dated December 28, 1990 and February 12, 1991
(f) Letters to shareholders of American General Corporation dated April 9, April 13, April 17, April 24 1990