Schedule 13E-3 Amendment No. 3
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
13E-3
(Amendment
No. 3)
RULE
13E-3 TRANSACTION STATEMENT
(PURSUANT
TO SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934)
ERGO
SCIENCE CORPORATION
(Name
of Issuer)
ERGO
SCIENCE CORPORATION
WILLIAM
T. COMFORT III
(Name
of Person(s) Filing Statement)
COMMON
STOCK, $0.01 PAR VALUE
(Title
of Class of Securities)
29481Q-10-9
(CUSIP
Number of Class of Securities)
Charles
E. Finelli
Chief
Executive Officer
790
Turnpike Street
North
Andover, Massachusetts 01845
(978)
688-8833
(Name,
Address and Telephone Number of Person Authorized to Receive
Notices
and Communications on Behalf of Person(s) Filing Statement)
COPIES
TO:
Michael
D. Wortley
Vinson
& Elkins LLP
2001
Ross Avenue, Suite 3700
Dallas,
Texas 75201
(214)
220-7700
THIS
TRANSACTION HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE
COMMISSION NOR HAS THE COMMISSION PASSED UPON THE FAIRNESS OR MERITS OF SUCH
TRANSACTION NOR UPON THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED
IN
THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
This
statement is filed in connection with (check the appropriate box):
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a.
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The
filing of solicitation materials or an information statement subject
to
Regulation 14A, Regulation 14(C) or Rule 13e-3(c) under the Securities
Exchange Act of 1934.
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¨
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b.
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The
filing of a registration statement under the Securities Act of
1933.
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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: ¨.
CALCULATION
OF FILING FEE
Transaction
Valuation*
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Amount
of Filing Fee
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$45,570
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$9.11
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The
filing fee was determined based on the product of: (a) the estimated
21,700 shares of common stock proposed to be acquired from stockholders
in
the transaction to which this Schedule 13E-3 relates; and (b) the
consideration of $2.10 per share of common stock (the “aggregate value”).
The amount required to be paid with the filing of this Schedule
13E-3
equals one-fiftieth of one percent times the aggregate
value.
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Check
the box if any part of the fee is offset as provided by 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.
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Amount
Previously Paid: $3.36
Form
or Registration No.: Schedule
13e-3 Transaction Statement
Filing
Party: Ergo
Science Corporation
Date
Filed:
October
18, 2006
INTRODUCTION
This
Rule 13e-3 Transaction Statement on Schedule 13E-3 (“Schedule 13E-3”) is being
filed by Ergo Science Corporation, a Delaware corporation (the “Company”), and
William T. Comfort III pursuant to Section 13(e) of the Securities Exchange
Act
of 1934, as amended (“Exchange Act”), and Rule 13e-3 promulgated thereunder,
concurrently with the filing of a definitive proxy statement pursuant to
Regulation 14A under the Exchange Act, which is referred to herein as the
Proxy
Statement. The information contained in the Proxy Statement, including
all
annexes thereto, is hereby expressly incorporated herein by reference.
Item
1. Summary
Term Sheet.
The
information set forth in the Proxy Statement under “Summary Term Sheet” is
incorporated herein by reference.
Item
2. Subject
Company Information.
(a) Name
and Address.
The name of the subject company is Ergo Science Corporation. The address of
the
principal executive offices of the Company is 790 Turnpike Street, North
Andover, Massachusetts 01845. The telephone number of the Company is
978-688-8833.
(b) Securities.
The information set forth in the Proxy Statement under “Market for Common Stock
and Related Stockholder Matters” is incorporated herein by reference.
(c) Trading,
Market and Prices.
The information set forth in the Proxy Statement under “Market for Common Stock
and Related Stockholder Matters” is incorporated herein by reference.
(d) Dividends.
The information set forth in the Proxy Statement under “Market for Common Stock
and Related Stockholder Matters” is incorporated herein by reference.
(e) Prior
Public Offerings.
Neither the Company nor Mr. Comfort has made an underwritten public offering
of
the Common Stock for cash during the three years preceding the date of the
filing of this Schedule 13E-3.
(f) Prior
Stock Purchases.
Neither the Company nor Mr. Comfort has purchased any Common Stock during the
two years preceding the date of the filing of this Schedule 13E-3.
Item
3. Identity
and Background of Filing Person.
(a) Name
and Address.
The business address and business telephone number of the Company, which is
both
the subject company and a filing person, are set forth in Item 2(a) above.
The
executive officers and directors of the Company, including Mr. Comfort, are
set
forth below.
Executive
Officers
Charles
E. Finelli, President, Chief Executive Officer and Secretary
Ling
S. Kwok, Vice President, Business Development
Board
of Directors
Charles
E. Finelli, Chairman
Ling
S. Kwok
William
T. Comfort III
Robin
P. Dummett
The
business address of each executive officer and director of the Company is c/o
Ergo Science Corporation, 790 Turnpike Street, North Andover, Massachusetts
01845 and the business telephone number is 978-688-8833.
(b) Business
and Background of Entities Other than the Company.
Not Applicable.
(c) Business
and Background of Natural Persons.
The information set forth in Item 3(a) above is incorporated herein by
reference, including the information with respect to Mr. Comfort. The
information set forth in the Proxy Statement under “Directors and Executive
Officers of the Company” is incorporated herein by reference, including the
information with respect to Mr. Comfort.
During
the last five years, neither the Company nor, to its knowledge, any of the
Company’s directors or executive officers, including Mr. Comfort, have been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors), or has been a party to any judicial or administrative proceeding
(except for matters that were dismissed without sanction or settlement) that
resulted in a judgment, decree or final order enjoining such person from future
violations of, or prohibiting activities subject to, federal or state securities
laws, or a finding of any violation of such laws. All of the Company’s directors
and executive officers are United States citizens other than Mr. Dummett, who
is
a citizen of the United Kingdom.
Item
4. Terms
of the Transaction.
(a) Material
Terms.
The information set forth in the Proxy Statement under “Summary Term Sheet,”
“The Special Meeting” and “Special Factors” is incorporated herein by reference.
(b) Different
Terms.
Not applicable.
(c) Appraisal
Rights.
The information set forth in the Proxy Statement under “Special Factors — No
Appraisal or Dissenters’ Rights” is incorporated herein by reference.
(d) Provisions
for Unaffiliated Security Holders.
No provision has been made to grant unaffiliated security holders access to
the
Company’s corporate files or to obtain counsel or appraisal services at the
Company’s expense.
(e) Eligibility
for Listing or Trading.
Not applicable.
Item
5. Past
Contacts, Transaction, Negotiations and Agreements.
(a) Transactions.
Not Applicable.
(b) Significant
Corporate Events.
Pursuant to the terms and conditions set forth in that certain Purchase
Agreement (the “Purchase Agreement”), dated October 16, 2006, by and
between the Company and William T. Comfort III, a stockholder and director
of
the Company, Mr. Comfort has agreed to purchase the shares to be converted
into
the right to receive cash in the transaction at a purchase price of $2.10 per
pre-split share. The information set forth in the Proxy Statement under “Special
Factors - Background of the Transaction” is incorporated herein by
reference.
(c) Negotiations
or Contacts.
Pursuant to the terms and conditions set forth in the Purchase Agreement, Mr.
Comfort has agreed to purchase the shares to be converted into the right to
receive cash in the transaction at a purchase price of $2.10 per pre-split
share. The information set forth in the Proxy Statement under “Special Factors -
Background of the Transaction” is incorporated herein by reference.
(d) Agreements
Involving the Subject Company’s Securities.
Pursuant to the terms and conditions set forth in the Purchase Agreement, Mr.
Comfort has agreed to purchase the shares to be converted into the right to
receive cash in the transaction at a purchase price of $2.10 per pre-split
share. The information set forth in the Proxy Statement under “Summary Term
Sheet - Exchange of Certificates; Payment of Cash Consideration” and “Market for
Common Stock and Related Stockholder Matters” is incorporated herein by
reference.
Item
6. Purposes
of the Transaction and Plans or Proposals.
(a) Use
of Securities Acquired.
Pursuant to the Purchase Agreement, Mr. Comfort will purchase the shares to
be
converted into the right to receive cash in the transaction at a purchase price
of $2.10 per pre-split share. The information contained in the sections of
the
Proxy Statement entitled “Summary Term Sheet - Exchange of Certificates; Payment
of Cash Consideration” and “Special Factors - Conduct of the Company’s Business
after the Transaction” is incorporated herein by reference.
(b) Plans.
(2) |
The
information set forth in the Proxy Statement under “Special Factors -
Asset Disposition Plan” is incorporated herein by
reference.
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(6) |
The
information set forth in the Proxy Statement under “Summary Term Sheet,”
“Special Factors - Purpose and Reasons for the Transaction” and “Special
Factors - Certain Effects of the Transaction” is incorporated herein by
reference.
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(7) |
The
information set forth in the Proxy Statement under “Summary Term Sheet,”
“Special Factors - Purpose and Reasons for the Transaction” and “Special
Factors - Certain Effects of the Transaction” is incorporated herein by
reference.
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(8) |
The
information set forth in the Proxy Statement under “Summary Term Sheet,”
“Special Factors - Purpose and Reasons for the Transaction” and “Special
Factors - Certain Effects of the Transaction” is incorporated herein by
reference.
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Item
7. Purposes,
Alternatives, Reasons and Effects.
(a) Purposes.
The information set forth in the Proxy Statement under “Summary Term Sheet,”
“Special Factors — Background of the Transaction” and “Special Factors —
Purposes and Reasons for the Transaction” is incorporated herein by reference.
Mr. Comfort specifically adopts the analysis of the Company and the board of
directors of the Company (the “Board”) set forth in the Proxy Statement under
“Special Factors — Purposes and Reasons for the Transaction.”
(b) Alternatives.
The information set forth in the Proxy Statement under “Special Factors -
Background of the Transaction” and “Special Factors — Alternatives Considered”
is incorporated herein by reference. Mr. Comfort specifically adopts the
analysis of the Company and the Board set forth in the Proxy Statement under
“Special Factors — Alternatives Considered.”
(c) Reasons.
The information set forth in the Proxy Statement under “Summary Term Sheet,”
“Special Factors — Background of the Transaction” and “Special Factors —
Purposes and Reasons for the Transaction” is incorporated herein by reference.
Mr. Comfort specifically adopts the analysis of the Company and the Board set
forth in the Proxy Statement under “Special Factors — Purposes and Reasons for
the Transaction.”
(d) Effects.
The information set forth in the Proxy Statement under “Summary Term Sheet,”
“Summary Financial Information — Summary Pro Forma Financial Information,”
“Special Factors — Certain Effects of the Transaction,” “Special Factors -
Interests of Executive Officers and Directors in the Transaction,” “Special
Factors — U.S. Federal Income Tax Consequences,” “Special Factors — Conduct of
the Company’s Business after the Transaction,” “Special Factors - Asset
Disposition Plan” and “Special Factors — Access to Certain Financial Information
After the Transaction” is incorporated herein by reference. Mr. Comfort
specifically adopts the analysis of the Company and the Board set forth in
the
Proxy Statement under “Special Factors — Certain Effects of the Transaction” and
“Special Factors — Interests of Executive Officers and Directors in the
Transaction.”
Item
8. Fairness
of the Transaction.
(a) Fairness.
The information set forth in the Proxy Statement under “Special Factors —
Recommendation of the Non-Purchasing Directors,” “Special Factors —
Recommendation of the Board of Directors,” “Special Factors — Fairness of the
Transaction” and “Special Factors — Opinion of the Financial Advisor” is
incorporated herein by reference. Mr. Comfort has determined that the
transaction is procedurally and substantively fair to the unaffiliated
stockholders of the Company.
(b) Factors
considered in determining fairness.
The information set forth in the Proxy Statement under “Special Factors —
Recommendation of the Non-Purchasing Directors,” “Special Factors —
Recommendation of the Board of Directors,” “Special Factors — Fairness of the
Transaction” and “Special Factors — Opinion of the Financial Advisor” is
incorporated herein by reference. Mr. Comfort specifically adopts the analysis
of the non-purchasing directors set forth in the Proxy Statement under “Special
Factors — Recommendation of the Non-Purchasing Directors.”
(c) Approval
of Security Holders.
The Transaction is not structured so that approval of at least a majority of
unaffiliated security holders is required.
(d) Unaffiliated
representative.
A majority of directors who are not employees of the Company have not retained
an unaffiliated representative to act solely on behalf of unaffiliated security
holders for purposes of negotiating the terms of the Rule 13e-3 transaction
and/or preparing a report concerning the fairness of the transaction. The
information set forth in the Proxy Statement under “Special Factors —
Recommendation of the Non-Purchasing Directors,” “Special Factors —
Recommendation of the Board of Directors,” “Special Factors - Fairness of the
Transaction” and “Special Factors — Opinion of the Financial Advisor” is
incorporated herein by reference.
(e) Approval
of Directors.
The information set forth in the Proxy Statement under “Special Factors —
Recommendation of the Non-Purchasing Directors” and “Special Factors —
Recommendation of the Board of Directors” is incorporated herein by reference.
(f) Other
offers.
Not Applicable.
Item
9. Reports,
Opinions, Appraisals and Certain Negotiations.
(a) Report,
Opinion or Appraisals.
The information set forth in the Proxy Statement under “Special Factors —
Opinion of the Financial Advisor” is incorporated herein by reference. Mr.
Comfort did not receive any report, opinion or appraisal from an outside party
materially related to the transaction other than the fairness opinion presented
to the non-purchasing directors and the Board by Slusser Associates, Inc. and
the letter presented to the non-purchasing directors and the Board by Slusser
Associates, Inc. dated November 30, 2006.
(b) Preparer
and Summary of the Report.
The information set forth in the Proxy Statement under “Special Factors —
Background of the Transaction,” “Special Factors — Recommendation of the
Non-Purchasing Directors” and “Special Factors — Opinion of the Financial
Advisor” is incorporated herein by reference.
(c) Availability
of Documents.
The information set forth in the Proxy Statement under “Special Factors —
Opinion of the Financial Advisor” and “Where You Can Find More Information” is
incorporated herein by reference. In addition, the full text of the opinion
of
the financial advisor to the board of directors was attached as Appendix C
to
the Proxy Statement and is incorporated by reference herein as Exhibit 16(c).
The opinion prepared by the financial advisor will be made available for
inspection and copying at the principal executive offices of the Company during
its regular business hours by any interested stockholder or representative
of a
stockholder designated in writing.
Item
10. Source
and Amounts of Funds or Other Consideration.
(a) Source
of funds.
The information set forth in the Proxy Statement under “Special Factors — Source
of Funds and Financing of the Transaction” is incorporated herein by reference.
(b) Conditions.
Not applicable.
(c) Expenses.
The information set forth in the Proxy Statement under “Special Factors — Source
of Funds and Financing of the Transaction” is incorporated herein by reference.
(d) Borrowed
Funds.
Not applicable.
Item
11. Interest
in Securities of the Subject Company.
(a) Securities
Ownership.
The information set forth in the Proxy Statement under “Security Ownership of
Certain Beneficial Owners and Management” is incorporated herein by reference.
As applicable, the address for any person required to provide such information
pursuant to this Item 11 is c/o Ergo Science Corporation, 790 Turnpike Street,
North Andover, Massachusetts 01845.
(b) Securities
Transactions.
The information set forth in the Proxy Statement under “Market for Common Stock
and Related Stockholder Matters” is incorporated herein by reference.
Item
12. The
Solicitation or Recommendation.
(a) Intent
to Tender or Vote in a Going-Private Transaction.
The information set forth in the Proxy Statement under “Summary Term Sheet —
Vote Required,” “The Special Meeting — Vote Required” and “Special Factors —
Purpose and Reasons for the Transaction” incorporated herein by reference.
(b) Recommendations
of Others.
The information set forth in the Proxy Statement under “Special Factors —
Recommendation of the Non-Purchasing Directors,” “Special Factors —
Recommendation of the Board of Directors” and “Special Factors — Purpose and
Reasons for the Transaction” is incorporated herein by reference. Mr. Comfort
abstained from voting on the transaction as a member of the Board because of
his
agreement with the Company to purchase the fractional shares resulting from
the
transaction.
Item
13. Financial
Information.
(a) Financial
Information.
The audited financial statements contained in the Company’s Annual Report on
Form 10-K for the year ended December 31, 2005, and the unaudited financial
statements contained in the Company’s Quarterly Report on Form 10-Q for the
fiscal quarter ended September 30, 2006 are incorporated herein by
reference. The information in the Proxy Statement referred to in “Summary
Financial Information - Summary Historical Financial Information,” “Documents
Incorporated by Reference,” and “Where You Can Find More Information” is
incorporated herein by reference.
(b) Pro
Forma Information.
In accordance with the rules of Regulation S-X of the Exchange Act, the Company
has not included pro-forma financial information to show the effects of (1)
the
estimated transaction costs to be incurred in connection with the transaction
or
(2) the estimated cost savings as a result of ceasing to be an SEC reporting
company. No pro-forma financial information is included because the number
of
outstanding shares of common stock of the Company will not change and under
Regulation S-X of the Exchange Act, we cannot include pro-forma information
regarding the expenses to be incurred in connection with the transaction or
the
cash savings expected to occur as a result of ceasing to be an SEC reporting
company. The information set forth in the Proxy Statement under “Summary
Financial Information — Summary Pro Forma Financial Information” is incorporated
herein by reference.
Item
14. Persons/Assets,
Retained, Employed, Compensated or Used.
(a) Solicitations
or Recommendations.
The Company has retained Georgeson Inc. to solicit proxies on its behalf in
connection with the transaction at a cost of $6,000 plus out of pocket expenses.
The information set forth in the Proxy Statement under “Cost of Solicitation of
Proxies” is incorporated herein by reference.
(b) Employees
and Corporate Assets.
The Company has retained Georgeson Inc. to solicit proxies on its behalf in
connection with the transaction at a cost of $6,000 plus out of pocket expenses.
The information set forth in the Proxy Statement under “Special Factors — Source
of Funds and Financing of the Transaction” and “Cost of Solicitation of Proxies”
is incorporated herein by reference.
Item
15. Additional
Information.
(a) Other
Material Information.
The information contained in the Proxy Statement, including all appendices
attached thereto, is incorporated herein by reference.
(a)
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Definitive
Proxy Statement on Schedule 14A, as filed with the Securities and
Exchange
Commission on January 2, 2007, is incorporated herein by
reference.
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(c)(1)
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Opinion
of Slusser Associates, Inc. to the non-purchasing directors and the
board
of directors dated October 10, 2006 (Appendix C to the Proxy Statement
on
Schedule 14A, as filed with the Securities and Exchange Commission
on
October 18, 2006), is incorporated herein by
reference.
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(c)(2)
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Letter
from Slusser Associates, Inc. to the non-purchasing directors and
the
board of directors dated November 30, 2006 (Appendix C to Amendment
No. 1
to the Proxy Statement on Schedule 14A, as filed with the Securities
and
Exchange Commission on December 1, 2006), is incorporated herein
by
reference.
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(d)
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Purchase
Agreement, dated October 16, 2006, by and between William T. Comfort
III
and the Company (Appendix D to the Proxy Statement on
Schedule 14A, as filed with the Securities and Exchange Commission on
October 18, 2006), is incorporated herein by
reference.
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SIGNATURE
After
due inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and correct.
Date:
January 2, 2007
ERGO
SCIENCE
CORPORATION
By:
/s/
Charles E.
Finelli
Charles
E.
Finelli
Chief
Executive
Officer
/s/
William T.
Comfort
III
William
T. Comfort
III
EXHIBIT
INDEX
Exhibit
Number
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Description
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(a)
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Definitive Proxy
Statement on Schedule 14A, as filed with the Securities and Exchange
Commission on January 2, 2007, is incorporated herein by
reference.
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(b)
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Not
applicable.
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(c)(1)
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Opinion
of Slusser Associates, Inc. to the non-purchasing directors and
the board
of directors dated October 10, 2006 (Appendix C to the Proxy Statement
on
Schedule 14A, as filed with the Securities and Exchange Commission
on
October 18, 2006), is incorporated herein by reference.
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(c)(2)
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Letter
from Slusser Associates, Inc. to the non-purchasing directors and
the
board of directors dated November 30, 2006 (Appendix C to Amendment
No. 1
to the Proxy Statement on Schedule 14A, as filed with the Securities
and
Exchange Commission on December 1, 2006), is incorporated herein
by
reference.
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(d)
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Purchase
Agreement, dated October 16, 2006, by and between William T. Comfort
III
and the Company (Appendix D to the Proxy Statement on Schedule
14A, as
filed with the Securities and Exchange Commission on October 18,
2006), is
incorporated herein by reference.
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(f)
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Not
applicable.
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(g)
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Not
applicable.
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12