33-5135 If all such adjustments are of a normal recurring nature, a statement to that effect shall be made; otherwise, there shall be furnished as supplemental information but not as a part of the registration statement, a letter describing in detail the nature and amount of any adjustments, other than normal recurring adjustments, entering into the determination of the results shown. 6. Statements of income, source and application of funds, retained earnings and other additional capital conforming with the foregoing shall be furnished, here or elsewhere in the prospectus, for each subsidiary or group of subsidiaries for which a balance sheet is furnished in response to Item 5(b). (b) Indicate the products or services which constitute the principal sources of sales or revenues, or both, and in the case of an extractive enterprise, give appropriate information as to reserves. State for the period covered by the statements of income, gross property additions and retirements. 3. Item 5(a) of the form has been amended as follows: Item 5. Balance Sheets and Schedules. (a) There shall be furnished a balance sheet of the registrant and a consolidated balance sheet of the registrant and its subsidiaries as of a date within six months prior to the date of filing the registration statement. These balance sheets need not be certified but if they are not certified, there shall be furnished in addition certified balance sheets as of a date within one year, unless the fiscal year of the registrant has ended within 90 days prior to the date of filing, in which case the certified balance sheets may be as of the end of the preceding fiscal year. These balance sheets shall be prepared in compliance with the applicable balance sheet requirements of Regulation S-X. III. Instruction. (No change). Form S-11. The first paragraph under the heading INSTRUCTIONS AS TO FINANCIAL STATEMENTS in Form S-11 has been amended as follows: These instructions specify the financial statements to be filed as a part of a registration statement on this form. Regulation S-X governs the certification, consolidation, and form and content of such financial statements. The financial statements, including the statements of source and application of funds, retained earnings and other additional capital and schedules to be filed in support thereof, shall be prepared in accordance with the applicable requirements of Regulation S-X except as otherwise provided in the special provisions hereunder. Item 26 above specifies the statements which are to be included in the prospectus. Attention is directed to Rule 411(b) regarding incorporation by reference of financial statements. The foregoing action, which was taken pursuant to the Securities Act of 1933, particularly Sections 6, 7, 10 and 19(a) thereof, shall become effective March 26, 1971. By the Commission. Rosalie F. Schneider Recording Secretary 92-578 O 739(2B) (e) Current,' Codified Version of Securities and Exchange Commission Form S-1 NOTE.-The following codified version of Form S-1 was not provided by the 5. Consolidated Profit and Loss Statements C. Unconsolidated Subsidiaries and Other Persons 8. Omission of Statements in Certain Cases 9. Affiliates Whose Securities Secure an Issue Being Registered.. 10. Reorganization of Registrant 11. Succession to Other Businesses 12. Acquisition of Other Businesses 1756 Form S-1 General Instructions GENERAL INSTRUCTIONS A. Rule as to Use of Form S-1. Form S-1 shall be used for registration under the Securities Act of 1933 of securities of all issuers for which no other form is authorized or prescribed, except that this form shall not be used for securities of foreign governments or political sub-divisions thereof. B. Application of General Rules and Regulations. Attention is directed to the General Rules and Regulations under the Act, particularly those comprising Regulation C. That regulation contains general requirements regarding the preparation and filing of the registration statement. The definitions contained in Rule 405 should be especially noted. C. Documents Comprising Registration Statement. The registration statement shall consist of the facing sheet of the form, the prospectus containing the information specified in Part I, the information called for by Part II, the undertaking to file reports, the required signatures, consents of experts, financial statements and exhibits and any other prospectus, information, undertaking or documents which are required or which the registrant may file as a part of the registration statement. D. Form and Content of Prospectus. (a) The purpose of the prospectus is to inform investors. Hence, the information set forth in the prospectus should be presented in clear, concise, understandable fashion. Avoid unnecessary and irrelevant details, repetition or the use of unnecessary technical language. The prospectus shall contain the information called for by all of the items of Part I of the form, except that no reference need be made to inapplicable items, and negative answers to any item may be omitted. (b) Unless clearly indicated otherwise, information set forth in any part of the prospectus need not be duplicated elsewhere in the prospectus. Where it is deemed necessary or desirable to call attention to such information in more than one part of the prospectus, this may be accomplished by appropriate cross reference. In lieu of restating information in the form of notes to the financial statements, references should be made to other parts of the prospectus where such information is set forth. E. Foreign Subsidiaries. Information required by any item or other requirement of this form with respect to any foreign subsidiary may be omitted to the extent that the required disclosure would be detrimental to the registrant, provided a statement is made that such information has been omitted. In such case, a statement of the names of the subsidiaries omitted shall be separately furnished. The Commission may, in its discretion, call for justification that the required disclosure would be detrimental. |