(1) If action is to be

taken with respect to a merger, consolidation, acquisition, or

similar matter, the proxy statement shall furnish in brief outline the following information:

(a) The rights of appraisal or similar rights of dissen-

ters with respect to any matters to be acted upon, and any procedure required to be followed by dissenting stockholders in order to perfect those rights;

(b) The material features of the plan or agreement;

(c) The business done by the company to be aquired or whose assets are being acquired;

(d) If available, the high and low sales prices for each

quarterly period within two years;

(e) The percentage of outstanding shares which must approve the transaction before it is consummated.

(2) For each company involved in a merger, consolidation,

or acquisition, the following financial statements shall be

furnished:

(a) A comparative balance sheet as of the close of the

last two fiscal years;

(b) A comparative statement of operating income and ex-

penses for each of the last two fiscal years and, as a continuation of each statement, a statement of earnings per share after related taxes and cash dividends paid per share;

(c) A pro forma combined balance sheet and income and

expense statement for the last fiscal year, giving effect to

the necessary adjustments with respect to the resulting company.