14210.1 The primary 1934 Act document used to file tender offers is Schedule TO. EDGAR tags to Schedule TO are TO-I, Tender Offer/Issuer; TO-T, Tender Offer/Third Party; and TO-C, Tender Offer/Communications. Schedule TO-I must be filed when an issuer that has a class of equity securities registered pursuant to Section 12 of the Exchange Act is offering to buy back any class of its own equity securities (including debt that is convertible into equity securities). Schedule TO-T must be filed when a third party is offering to buy equity securities that are registered pursuant to Section 12 of the Exchange Act (including Section 12 registered debt that is convertible into equity securities) in a transaction that would result in the third party owning greater than 5% of the class of securities subject to the offer if the offer is fully subscribed. Schedule TO-C must be filed for written communications about the transaction before the offer commences.

14210.2 A tender offer may be a "going private" transaction, in which case Schedule 13E-3 must be filed as well. To be subject to Rule 13e-3, a going private transaction must involve a purchase of an equity security, a tender offer or specified kind of solicitation by an issuer or an affiliate. It must also be intended to or reasonably likely to cause a class of equity securities registered under the Exchange Act to: 1) become eligible for termination of registration under Rule 12g-4 or Rule 12h-6 or suspension under Rule 12h-3; or 2) be de-listed from a securities exchange or inter-dealer quotation system. Rule 13e-3 covers single transactions, as well as a series of transactions, where the elements of the rule are met. A party engaged in a going private transaction must file and disseminate to security holders the information specified in Schedule 13E-3. This Schedule requires detailed information addressing whether the filing person believes the transaction is fair to unaffiliated security holders and why. Schedule 13E-3 can be combined with Schedule TO, in which case the Rule 13e-3 box on the cover page to Schedule TO must be checked.