<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_____________
SCHEDULE 13E-3/A
(RULE 13e-100)
TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE SECURITIES
EXCHANGE ACT OF 1934 AND RULE 13E-3 THEREUNDER
RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
Veterinary Centers of America, Inc.
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(Name of Issuer)
Veterinary Centers of America, Inc.
Vicar Operating, Inc.
Vicar Recap, Inc.
Green Equity Investors III, L.P.
GEI Capital III, LLC
Robert L. Antin
Arthur J. Antin
Neil Tauber
Tomas W. Fuller
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(Name of Person(s) Filing Statement)
Common Stock, Par Value $0.001 per share
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(Title of Class of Securities)
925514101
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(CUSIP Number of Class of Securities)
<TABLE>
<S> <C>
Robert L. Antin John Danhakl
Chief Executive Officer Vicar Recap, Inc.
Veterinary Centers of America, Inc. 11111 Santa Monica Boulevard
12401 West Olympic Boulevard Los Angeles, CA 90025
Los Angeles, CA 90064 (310) 954-0444
(310) 584-6500
</TABLE>
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(Name, Address, and Telephone Numbers of Person Authorized to Receive Notices
and Communications on Behalf of the Person(s) Filing Statement)
With copies to:
Julie Kaufer, Esq.
Troop Steuber Pasich Reddick & Tobey, LLP
2029 Century Park East, 24th Floor
Los Angeles, CA 90067
(310) 728-3000
Anthony T. Iler, Esq.
Irell & Manella LLP
333 South Hope Street, Suite 3300
Los Angeles, CA 90071
(213) 620-1555
This statement is filed in connection with (check the appropriate box):
a. [X] The filing of solicitation materials or an information statement
subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities
Act of 1933.
b. [ ] The filing of a registration statement under the Securities Act of
1933.
c. [ ] A tender offer.
d. [ ] None of the above.
Check the following box if the soliciting materials or information
statement referred to in checking box (a) are preliminary copies: [ ]
Check the following box if the filing is a final amendment reporting the
results of the transaction: [X]
Calculation of Filing Fee
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Transaction Amount of Filing Fee
Valuation*
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$306,040,995 $61,208
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* For purposes of calculating the fee only. Assumes purchase of 20,402,733
shares of VCA common stock, par value $0.001 per share, at $15.00 per share.
[X] Check the box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
<TABLE>
<S> <C> <C>
Amount Previously Paid: $61,208 Filing Party: Veterinary Centers of America, Inc.
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Form or Registration No.: Schedule 14A Date Filed: May 30, 2000
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</TABLE>
<PAGE>
INTRODUCTION
This Amendment No. 2 (the "Schedule 13E-3") to the Rule 13e-3 Transaction
Statement on Schedule 13E-3, first filed on May 30, 2000 and amended on
August 2, 2000, is being filed with the Securities and Exchange Commission in
connection with (i) the transfer of all of the assets, properties, business
operations and liabilities of Veterinary Centers of America, Inc., a Delaware
corporation ("VCA"), to Vicar Operating, Inc., a Delaware corporation and wholly
owned subsidiary of VCA ("Vicar Operating"), and (ii) the merger (the "Merger")
of Vicar Recap, Inc., a Delaware corporation ("Vicar Recap"), with and into VCA
pursuant to an Amended and Restated Agreement and Plan of Merger, dated as of
August 11, 2000 (the "Merger Agreement"), by and among Vicar Recap, VCA and
Vicar Operating. Pursuant to the Merger Agreement, VCA will continue as the
surviving corporation, and each issued and outstanding share of common stock of
VCA (other than treasury shares, shares retained by the Continuing Stockholders
(as defined below), and shares held by dissenting stockholders, Vicar Recap and
Green Equity Investors III, L.P., a Delaware limited partnership ("Green
Equity")) will be cancelled and converted into the right to receive a cash
payment per share, without interest, of $15.00. Prior to the consummation of the
Merger, VCA will deliver to Vicar Recap a schedule that will list shares of VCA
common stock held by certain VCA employees and management (the "Continuing
Stockholders") that will not be cancelled and converted in the Merger but will
remain outstanding as shares of common stock of the surviving corporation. The
schedule also will list any other forms of consideration that may be provided by
certain Continuing Stockholders for shares of common stock of the surviving
corporation. The Continuing Stockholders include members of VCA's board of
directors and executive officers (the "Management Continuing Stockholders"). The
Management Continuing Stockholders are: Robert L. Antin, the Chief Executive
Officer, President and Chairman of the Board of VCA; Arthur J. Antin, the Chief
Operating Officer, Senior Vice President, Secretary and a Director of VCA; Neil
Tauber, the Senior Vice President, Treasurer and a Director of VCA; and Tomas W.
Fuller, the Chief Financial Officer, Vice President and Assistant Secretary of
VCA. As a result of the Merger (after giving effect to the issuance of employee
incentive options and warrants to be issued to GS Mezzanine Partners II, L.P.
and certain other mezzanine lenders), Green Equity (along with certain other
investors) and the Continuing Stockholders will own approximately 71.75% and
22.5%, respectively, on a fully diluted basis, of the common stock of VCA. This
Schedule 13E-3 is being filed by VCA, Vicar Operating, Vicar Recap, Green
Equity, GEI Capital III, LLC ("GEI Capital"), Robert L. Antin, Arthur J. Antin,
Neil Tauber and Tomas W. Fuller.
Concurrently with the filing of this Schedule 13E-3, VCA is filing
Amendment No. 2 to its proxy statement (the "Proxy Statement"), pursuant to
which the stockholders of VCA will be given notice of the Merger. The
information in the Proxy Statement, including all annexes thereto, is expressly
incorporated by reference herein in its entirety and responses to each item
herein are qualified in their entirety by the provisions of the Proxy Statement.
Capitalized terms used but not defined herein shall have the meanings ascribed
to such terms in the Proxy Statement.
The filing of this Schedule 13E-3 shall not be construed as an admission by
VCA, Vicar Recap, Green Equity, GEI Capital or the Management Continuing
Stockholders or any of their affiliates that VCA is "controlled" by Vicar Recap,
Green Equity, GEI Capital or the Management Continuing Stockholders or any of
their affiliates or that any of Vicar Recap, Green Equity, GEI Capital or the
Management Continuing Stockholders or any of their affiliates is an "affiliate"
of VCA within the meaning of Rule 13e-3 under Section 13(e) of the Securities
Exchange Act of 1934, as amended.
ITEM 1. SUMMARY TERM SHEET.
The information contained in the sections entitled "QUESTIONS
AND ANSWERS ABOUT THE MERGER" and "SUMMARY" of the Proxy
Statement is incorporated herein by reference.
ITEM 2. SUBJECT COMPANY INFORMATION.
(a) Name and Address. The information contained in the section
entitled "SUMMARY - The Participants" of the Proxy Statement is
incorporated herein by reference.
(b) Securities. The information contained in the section entitled
"THE SPECIAL MEETING - Record Date and Voting" of the Proxy
Statement is incorporated herein by reference.
(c) Trading Market and Price. The information contained in the
section entitled "PRICE RANGE OF COMMON STOCK" of the Proxy
Statement is incorporated herein by reference.
(d) Dividends. The information contained in the section entitled
"DIVIDENDS" of the Proxy Statement is incorporated herein by
reference.
(e) Prior Public Offerings. None.
(f) Prior Stock Purchases. The information contained in the section
entitled "COMMON STOCK PURCHASE INFORMATION" of the Proxy
Statement is incorporated herein by reference.
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON.
(a) - (c) Name and Address; Business and Background of Entities; Business
and Background of Natural Persons. The information contained in
the sections entitled "SUMMARY - The Participants,"
"INFORMATION ABOUT VICAR RECAP, INC., GREEN EQUITY INVESTORS
III, L.P. AND GEI CAPITAL III, LLC," "INFORMATION ABOUT VICAR
OPERATING, INC.," "PRINCIPAL STOCKHOLDERS AND STOCK OWNERSHIP
OF MANAGEMENT AND OTHERS" and "DIRECTORS AND EXECUTIVE OFFICERS
OF VCA" of the Proxy Statement is incorporated herein by
reference.
<PAGE>
ITEM 4. TERMS OF THE TRANSACTIONS.
(a) Material Terms.
(1) Not applicable.
(2) (i) The information contained in the sections entitled
"QUESTIONS AND ANSWERS ABOUT THE MERGER," "SUMMARY" and
"THE MERGER AGREEMENT" of the Proxy Statement is
incorporated herein by reference.
(ii) The information contained in the sections entitled
"QUESTIONS AND ANSWERS ABOUT THE MERGER," "SUMMARY" and
"THE MERGER AGREEMENT - Consideration to be Received in
the Merger" of the Proxy Statement is incorporated
herein by reference.
(iii) The information contained in the sections entitled
"SPECIAL FACTORS - Background of the Merger," "-
Recommendations of the Special Committee and the Board
of Directors; Fairness of the Merger" and "- The Green
Entities', the Management Continuing Stockholders' and
Vicar Operating's Reasons for the Merger" of the Proxy
Statement is incorporated herein by reference.
(iv) The information contained in the section entitled "THE
SPECIAL MEETING - Record Date and Voting" of the Proxy
Statement is incorporated herein by reference.
(v) The information contained in the sections entitled
"SPECIAL FACTORS - Effects of the Merger," "- Interests
of VCA Directors and Officers in the Merger" and "THE
MERGER AGREEMENT - Consideration to be Received in the
Merger" of the Proxy Statement is incorporated herein by
reference.
(vi) The information contained in the section entitled
"SPECIAL FACTORS - Accounting Treatment of the Merger"
of the Proxy Statement is incorporated herein by
reference.
(vii) The information contained in the section entitled
"SPECIAL FACTORS - Material Federal Income Tax
Consequences of the Merger" of the Proxy Statement is
incorporated herein by reference.
(c) Different Terms. The information contained in the section
entitled "SPECIAL FACTORS - Interests of VCA Directors and
Officers in the Merger" of the Proxy Statement is incorporated
herein by reference.
(d) Appraisal Rights. The information contained in the section
entitled "SPECIAL FACTORS - Appraisal Rights" of the Proxy
Statement is incorporated herein by reference.
(e) Provisions for Unaffiliated Security Holders. None.
(f) Eligibility for Listing or Trading. Not applicable.
ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
(a) Transactions. The information contained in the sections
entitled "SPECIAL FACTORS - Interests of VCA Directors and
Officers in the Merger" and "- Background of the Merger" of the
Proxy Statement is incorporated herein by reference.
(b)-(c) Significant Corporate Events; Negotiations or Contacts. The
information contained in the sections entitled "SPECIAL FACTORS
- Background of the Merger," "- Structure of the Merger" and "-
Interests of VCA Directors and Officers in the Merger" of the
Proxy Statement is incorporated herein by reference.
<PAGE>
(e) Agreements Involving the Subject Company's Securities. The
information contained in the sections entitled "SPECIAL
FACTORS - Background of the Merger," "- Effects of the Merger,"
"- Interests of VCA Directors and Officers in the Merger," and
"THE MERGER AGREEMENT" of the Proxy Statement is incorporated
herein by reference.
ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.
(b) Use of Securities Acquired. The information contained in the
sections entitled "SUMMARY," "SPECIAL FACTORS - Effects of the
Merger," "- The Green Entities', the Management Continuing
Stockholders' and Vicar Operating's Reasons for the Merger"
and "THE MERGER AGREEMENT" of the Proxy Statement is
incorporated herein by reference.
(c) Plans. The information contained in the sections entitled
"SUMMARY," "SPECIAL FACTORS - Effects of the Merger," "-
Interests of VCA Directors and Officers in the Merger," "- The
Green Entities', the Management Continuing Stockholders' and
Vicar Operating's Reasons for the Merger" and "DIVIDENDS" of
the Proxy Statement is incorporated herein by reference.
ITEM 7. PURPOSES, ALTERNATIVES, REASONS AND EFFECTS.
(a), (c) Purposes; Reasons. The information contained in the sections
entitled "SPECIAL FACTORS - Background of the Merger," "-
Structure of the Merger," "- Recommendations of the Special
Committee and the Board of Directors; Fairness of the Merger,"
and "- The Green Entities', the Management Continuing
Stockholders' and Vicar Operating's Reasons for the Merger" of
the Proxy Statement is incorporated herein by reference.
(b) Alternatives. The information contained in the sections
entitled "SPECIAL FACTORS - Risk that the Merger will not be
Completed" and "-Background of the Merger" of the Proxy
Statement is incorporated herein by reference.
(d) Effects. The information contained in the sections entitled
"QUESTIONS AND ANSWERS ABOUT THE MERGER," "SUMMARY," "SPECIAL
FACTORS - Effects of the Merger," "-The Green Entities', the
Management Continuing Stockholders' and Vicar Operating's
Reasons for the Merger," "- Structure of the Merger," "-
Interests of VCA Directors and Officers in the Merger," "-
Accounting Treatment of the Merger," "- Material Federal Income
Tax Consequences of the Merger," "- Appraisal Rights," "THE
MERGER AGREEMENT" and "EXPENSES" of the Proxy Statement is
incorporated herein by reference.
ITEM 8. FAIRNESS OF THE TRANSACTION.
(a), (b) Fairness; Factors Considered in Determining Fairness. The
information contained in the sections entitled "QUESTIONS AND
ANSWERS ABOUT THE MERGER," "SUMMARY," "THE SPECIAL MEETING -
Record Date and Voting," "SPECIAL FACTORS - Background of the
Merger," "- Recommendations of the Special Committee and the
Board of Directors; Fairness of the Merger," "- Opinion of
Houlihan Lokey Howard & Zukin Capital," "- Opinion of Jefferies
& Company, Inc." and "- Positions of the Green Entities, the
Management Continuing Stockholders and Vicar Operating as to
the Fairness of the Merger" of the Proxy Statement and Annex B,
"Opinion of Jefferies & Company, Inc.," and Annex C, "Opinion
of Houlihan Lokey Howard & Zukin Capital," of the Proxy
Statement is incorporated herein by reference.
(c) Approval of Security Holders. The information contained in the
section entitled "THE SPECIAL MEETING - Record Date and Voting"
of the Proxy Statement is incorporated herein by reference.
(d) Unaffiliated Representative. The information contained in the
sections entitled "SPECIAL FACTORS - Background of the Merger"
and "- Recommendations of the Special Committee and the Board
of Directors; Fairness of the Merger" of the Proxy Statement
is incorporated herein by reference.
(e) Approval of Directors. The information contained in the
sections entitled "SPECIAL FACTORS - Background of the Merger"
and "- Recommendations of the Special Committee and the Board
of Directors; Fairness of the Merger" of the Proxy Statement is
incorporated herein by reference.
(f) Other Offers. Not applicable.
ITEM 9. REPORTS, OPINIONS, APPRAISALS AND NEGOTIATIONS.
(a)-(c) Report, Opinion or Appraisal; Preparer and Summary of the
Report; Availability of Documents. The information contained in
the sections entitled "SPECIAL FACTORS - Background of the
Merger," "- Opinion of Houlihan Lokey Howard & Zukin Capital,"
"- Opinion of Jefferies & Company, Inc." and "- Recommendations
of the Special Committee and the Board of Directors; Fairness
of the Merger" of the Proxy Statement and Annex B, "Opinion of
Jefferies & Company, Inc.," and Annex C, "Opinion of Houlihan
Lokey Howard & Zukin
<PAGE>
Capital" of the Proxy Statement is incorporated herein by
reference.
ITEM 10. SOURCES AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION.
(a), (b), (d) Source of Funds; Conditions; Borrowed Funds. The
information contained in the section entitled "SPECIAL
FACTORS - Financing for the Merger" of the Proxy Statement
is incorporated herein by reference. VCA has no alternative
financing arrangements or alternative financing plans if
the primary financing falls through.
(c) Expenses. The information contained in the section entitled
"EXPENSES" of the Proxy Statement is incorporated herein by
reference.
ITEM 11. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
(a) Securities Ownership. The information contained in the
section entitled "PRINCIPAL STOCKHOLDERS AND STOCK
OWNERSHIP OF MANAGEMENT AND OTHERS" and "COMMON STOCK
PURCHASE INFORMATION" of the Proxy Statement is
incorporated herein by reference.
(b) Securities Transactions. Not applicable.
ITEM 12. THE SOLICITATION OR RECOMMENDATION.
(d) Intent to Tender or Vote in a Going-Private Transaction.
The information contained in the sections entitled "THE
SPECIAL MEETING - Record Date and Voting," "SUMMARY" and
"SPECIAL FACTORS - Interests of VCA Directors and Officers
in the Merger" of the Proxy Statement is incorporated
herein by reference.
(e) Recommendations to Others. The information contained in the
sections entitled "SUMMARY" and "SPECIAL FACTORS -
Recommendations of the Special Committee and the Board of
Directors; Fairness of the Merger" of the Proxy Statement
is incorporated herein by reference.
ITEM 13. FINANCIAL STATEMENTS.
(a) Financial Information. The information contained in the
section entitled "SUMMARY SELECTED HISTORICAL FINANCIAL
DATA" of the Proxy Statement is incorporated herein by
reference.
(b) Pro Forma Information. Not applicable.
ITEM 14. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED.
(a), (b) Solicitations or Recommendations; Employees and Corporate
Assets. The information contained in the sections entitled
"SPECIAL FACTORS - Background of the Merger," "EXPENSES"
and "THE SPECIAL MEETING - Voting, Revocation and
Solicitation of Proxies" of the Proxy Statement is
incorporated herein by reference.
ITEM 15. ADDITIONAL INFORMATION.
(b) Other Material Information. The information contained in
the Proxy Statement, including the annexes thereto, is
incorporated herein by reference.
ITEM 16. EXHIBITS.
(a) Amendment No. 2 to the Proxy Statement on Schedule 14A
filed with the Securities and Exchange Commission on August
14, 2000 (incorporated herein by reference to the Proxy
Statement).
(b)(1) Commitment Letter, dated March 30, 2000, between Goldman
Sachs Credit Partners L.P. and Green Equity Investors III,
L.P. (incorporated herein by reference to Exhibit (b)(1) of
Amendment No. 1 to the Schedule 13E-3 filed on August 2,
2000).
(b)(2) Commitment Letter, dated March 30, 2000, between GS
Mezzanine Partners II, L.P. and Green Equity Investors III,
L.P. (incorporated herein by reference to Exhibit (b)(2) of
Amendment No. 1 to the Schedule 13E-3 filed on August 2,
2000).
(c)(1) Opinion of Jefferies & Company, Inc. (incorporated herein
by reference to Annex B of the Proxy Statement).
<PAGE>
(c)(2) Opinion of Houlihan Lokey Howard & Zukin Capital
(incorporated herein by reference to Annex C of the Proxy
Statement).
(d)(1) Amended and Restated Agreement and Plan of Merger, dated
August 11, 2000, among Veterinary Centers of America, Inc.,
Vicar Recap, Inc. and Vicar Operating, Inc. (incorporated
herein by reference to Annex A of the Proxy Statement).
(d)(2) Voting Agreement, dated March 30, 2000, between Vicar
Recap, Inc. and Robert L. Antin (incorporated herein by
reference to Annex D of the Proxy Statement).
(d)(3) Stock Purchase Agreement, dated March 30, 2000, between
Green Equity Investors III, L.P. and Robert L. Antin
(incorporated herein by reference to Exhibit d(4) of the
Schedule 13E-3 filed on May 30, 2000).
(d)(4) Rights Agreement, dated as of December 30, 1997, between
VCA and Continental Stock Transfer & Trust Company
(incorporated herein by reference to VCA's Report on
Form 8-K, filed on January 5, 1998, File No. 1-10787).
(d)(5) Rights Agreement Amendment, dated as of March 30, 2000,
between VCA and Continental Stock Transfer & Trust Company
(incorporated herein by reference to VCA's Report on
Form 8-K, filed on April 14, 2000, File No. 1-10787).
(f) Section 262 of the General Corporation Law of the State of
Delaware (incorporated herein by reference to Annex E of
the Proxy Statement).
(g) Not applicable.
<PAGE>
SIGNATURE
After due inquiry and to the best of their knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
Dated: August 14, 2000 Veterinary Centers of America, Inc.
By: /s/ Tomas W. Fuller
---------------------------------------
Name: Tomas W. Fuller
Title: Vice President, Chief Financial
Officer
Dated: August 14, 2000 Vicar Operating, Inc.
By: /s/ Thomas W. Fuller
---------------------------------------
Name: Thomas W. Fuller
Title: Vice President, Chief Financial
Officer
Dated: August 14, 2000 Vicar Recap, Inc.
By: /s/ John Danhakl
---------------------------------------
Name: John Danhakl
Title: President
Dated: August 14, 2000 Green Equity Investors III, L.P.
By: GEI Capital III, LLC
its general partner
By: /s/ John Danhakl
-------------------------------------
Name: John Danhakl
Title: Manager
Dated: August 14, 2000 GEI Capital III, LLC
By: /s/ John Danhakl
-------------------------------------
Name: John Danhakl
Title: Manager
Dated: August 14, 2000 /s/ Robert L. Antin
--------------------------------------------
Robert L. Antin
Dated: August 14, 2000 /s/ Arthur J. Antin
--------------------------------------------
Arthur J. Antin
Dated: August 14, 2000 /s/ Neil Tauber
--------------------------------------------
Neil Tauber
Dated: August 14, 2000 /s/ Tomas W. Fuller
--------------------------------------------
Tomas W. Fuller
<PAGE>
Exhibit List
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<TABLE>
<CAPTION>
Exhibit
Number Description
<S> <C>
(a) Amendment No. 2 to the Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on August
14, 2000 (incorporated herein by reference to the Proxy Statement).
(b)(1) Commitment Letter, dated March 30, 2000, between Goldman Sachs Credit Partners L.P. and Green Equity Investors III,
L.P. (incorporated herein by reference to Exhibit (b)(1) of Amendment No. 1 to the Schedule 13E-3 filed August 2,
2000).
(b)(2) Commitment Letter, dated March 30, 2000, between GS Mezzanine Partners II, L.P. and Green Equity Investors III,
L.P. (incorporated herein by reference to Exhibit (b)(2) of Amendment No. 1 to the Schedule 13E-3 filed August 2,
2000).
(c)(1) Opinion of Jefferies & Company, Inc. (incorporated herein by reference to Annex B of the Proxy Statement).
(c)(2) Opinion of Houlihan Lokey Howard & Zukin Capital (incorporated herein by reference to Annex C of the Proxy
Statement).
(d)(1) Amended and Restated Agreement and Plan of Merger, dated August 11, 2000, among Veterinary Centers of America,
Inc., Vicar Recap, Inc. and Vicar Operating, Inc. (incorporated herein by reference to Annex A of the Proxy
Statement).
(d)(2) Voting Agreement, dated March 30, 2000, between Vicar Recap, Inc. and Robert L. Antin (incorporated herein by
reference to Annex D of the Proxy Statement).
(d)(3) Stock Purchase Agreement, dated March 30, 2000, between Green Equity Investors III, L.P. and Robert L. Antin
(incorporated herein by reference to Exhibit d(4) of the Schedule 13E-3 filed on May 30, 2000).
(d)(4) Rights Agreement, dated as of December 30, 1997, between VCA and Continental Stock Transfer & Trust Company
(incorporated herein by reference to VCA's Report on Form 8-K, filed on January 5, 1998, File No. 1-10787).
(d)(5) Rights Agreement Amendment, dated as of March 30, 2000, between VCA and Continental Stock Transfer & Trust Company
(incorporated herein by reference to VCA's Report on Form 8-K, filed on April 14, 2000, File No. 1-10787).
(f) Section 262 of the Delaware Corporation Law of the State of Delaware (incorporated herein by reference to Annex E
of the Proxy Statement).
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