Items 7-8

Form S-1

1761

twelve months period to the date of the latest balance sheet furnished, in lieu of both the summary for the interim period between the end of the last fiscal year and such balance sheet date and the summary for the corresponding period of the preceding fiscal year.

4. A registrant may, at its option, show in tabular form for each fiscal year or other period, the ratio of earnings (computed in accordance with generally accepted accounting principles after all operating and income deductions, except taxes based on income or profits and fixed charges) to fixed charges. The term "fixed charges" shall mean (i) interest and amortization of debt discount and expenses and premium on all indebtedness; (ii) an appropriate portion of rentals under long-term leases and, (iii) in case consolidated figures are used, preferred stock dividend requirements of consolidated subsidiaries, excluding in all cases, items eliminated in consolidation. In the case of utilities, interest credits charged to construction should be added to gross income and not deducted from interest. If the ratio is shown, the pro forma ratio of earnings to fixed charges adjusted to give effect to the issuance of securities being registered and to any presently proposed issuance, retirement or redemption of securities should be disclosed. Any registrant electing to show the ratio of earnings to fixed charges, in accordance with this instruction, shall file as an exhibit a statement setting forth in reasonable detail the computations of such ratios. For the purpose of this exhibit and the pro forma ratio referred to above, an assumed maximum interest rate may be used on securities as to which the interest rate has not yet been fixed, which assumed rate should be shown.

5. In connection with any unaudited summary for an interim period or periods between the end of the last fiscal year and the balance sheet date, and any comparable unaudited prior period, a statement shall be made that all adjustments necessary to a fair statement of the results for such interim period or periods, have been included. In addition, there shall be furnished in such cases, 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 accruals, entering into the determination of the results shown.

6. If long term debt or preferred stock is being registered, there shall be shown the annual interest requirements on such long term debt or the annual dividend requirements on such preferred stock. To the extent that an issue represents refunding or refinancing, only the additional annual interest or dividend requirements shall be stated.

Item 7. Organization of Registrant.

State the year in which the registrant was organized, its form of organization. (such as "A corporation", "An unincorporated association" or other appropriate statement) and the name of the State or other jurisdiction under the laws of which it was organized.

Item 8. Parents of Registrant.

List all parents of the registrant showing the basis of control and, as to each parent, the percentage of voting securities owned or other basis of control by its immediate parent, if any.

Instructions. 1. Include the registrant and show the percentage of its voting securities owned or other basis of control by its immediate parent. In case any parent is a resident of, or a corporation or other organization formed under the laws of, any foreign country, give the name of such country for each such foreign parent, and, if it is a corporation or other organization, state briefly the nature of the organization.

(Bulletin No. 61, 10-31-69)

1762

Form S-1

Item 9

2. If the securities being registered are to be issued in connection with or pursuant to a plan of acquisition, reorganization, readjustment or succession, indicate, so far as practicable, the status to exist upon consummation of the plan.

Item 9. Description of Business.

(a) Briefly describe the business done and intended to be done by the registrant and its subsidiaries and the general development of such business during the past five years, or such shorter period as the registrant may have been engaged in business.

Instructions. 1. The description shall not relate to the powers and objects specified in the charter, but to the actual business done and intended to be done. Include the business of subsidiaries of the registrant only insofar as is necessary to understand the character and development of the business conducted by the total enterprise.

2. In describing developments, information shall be given as to matters such as the following: The nature and results of any bankruptcy, receivership or similar proceedings with respect to the registrant or any of its significant subsidiaries; the nature and results of any other materially important reorganization, readjustment or succession of the registrant or any of its significant subsidiaries; the acquisition or disposition of any material amount of assets otherwise than in the ordinary course of business; any materially important changes in the types of products produced or services rendered by the registrant and its subsidiaries; and any materially important changes in the mode of conducting the business, such as fundamental changes in the methods of distribution.

3. The business of a predecessor or predecessors shall be deemed to be the business of the registrant for the purpose of this item.

4. Appropriate disclosure shall be made with respect to any material portion of the business which may be subject to renegotiation of profits or termination of contracts or subcontracts at the election of the Government.

(b) (1) Information as to lines of business. If the registrant and its subsidiaries are engaged in more than one line of business, state, for each of the registrant's last five fiscal years, or for each fiscal year ending after December 31, 1966, or for each fiscal year the registrant has been engaged in business, whichever period is less, the approximate amount or percentage of (i) total sales and revenues, and (ii) income (or loss) before income taxes and extraordinary items, attributable to each line of business which during either of the last two fiscal years accounted for

(A) 10 percent or more of the total of sales and revenues,,

(B) 10 percent or more of income before income taxes and extraordinary items computed without deduction of loss resulting from operations of any line of business, or

(C) a loss which equalled or exceeded 10 percent of the amount of income specified in (B) above;

provided, that if total sales and revenues did not exceed $50,000,000 during either of the last two fiscal years, the percentages specified in (A), (B) and (C) above shall be 15 percent, instead of 10 percent.

Item 9

Form S-1

1762.1

If it is impracticable to state the contribution to income (or loss) before income taxes and extraordinary items for any line of business, state the contribution thereof to the results of operations most closely approaching such income, together with a brief explanation of the reasons why it is not practicable to state the contribution to such income or loss.

Instructions. 1. If the number of lines of business for which information is required exceeds ten, the registrant may, at its option, furnish the required information only for the ten lines of business deemed most important to an understanding of the business. In such event, a statement to that effect shall be set forth.

2. In grouping products or services as lines of business, appropriate consideration shall be given to all relevant factors, including rates of profitability of operations, degrees of risk and opportunity for growth. The basis for grouping such products or services and any material changes between periods in such groupings shall be briefly described. .

3. Where material amounts of products or services are transferred from one line of business to another, the receiving and transferring lines may be considered a single line of business for the purpose of reporting the operating results thereof.

4. If the method of pricing intra-company transfers of products or services or the method of allocation of common or corporate costs materially affects the reported contribution to income of a line of business, such methods and any material changes between periods in such methods and the effect thereof shall be described briefly.

5. Information regarding sales or revenues or income (or loss) from different classes of products or services in operations regulated by Federal, State or municipal authorities may be limited to those classes of products or services required by any uniform system of accounts prescribed by such authorities.

(2) Information as to classes of products or services. State for each fiscal year specified in (1) above the amount or percentage of total sales and revenue contributed by each class of similar products or services which contributed 10 percent or more to total sales and revenues in either of the last two fiscal years, or 15 percent or more of total sales and revenues if total sales and revenues did not exceed $50,000,000 during either of the last two fiscal years.

Instructions. 1. Paragraph (2) calls for information with respect to classes of products or services regardless of whether the registrant is engaged in more than one line of business as referred to in paragraph (1) above. However, this information may be combined, where appropriate, with the response to paragraph (1').

2. Instruction 5 to paragraph (1) above shall also apply to paragraph (2). (c) If a material part of the business of the registrant and its subsidiaries is dependent upon a single customer, or a very few customers, the loss of any one of which would have a materially adverse effect on the registrant, the name of the customer or customers and other material facts with respect to their relationship, if any, to the registrant and the importance of the business to the registrant shall be stated.

(d) If the registrant and its subsidiaries engage in material operations outside the United States, or if a material portion of sales or revenues is derived from customers outside the United States, appropriate disclosure shall be made with respect to the importance of that part of the business to the registrant and the risks attendant thereto. Insofar as practicable, furnish information with respect to volume and relative profitability of such business.

1762.2

Form S-1

Item 10

(e) Indicate briefly, to the extent material, the general competitive conditions in the industry in which the registrant and its subsidaries are engaged, or intend to engage, and the position of the enterprise in the industry. If several products or services are involved, separate consideration shall be given to the principal products or services or classes of products or services.

(f) The Commission may, upon the request of the registrant, and where consistent with the protection of investors, permit the omission of any of the information herein required or the furnshing in substitution therefor of appropriate information of comparable character. The Commission may also require the furnishing of other information in addition to, or in substitution for, the information herein required in any case where such information is necessary or appropriate for an adequate description of the business done or intended to be done.

Item 10. Description of Property.

State briefly the location and general character of the principal plants, mines and other materially important physical properties of the registrant and its subsidiaries. If any such property is not held in fee or is held subject to any major encumbrance, so state and briefly describe how held.

Instructions. 1. What is required is information essential to an investor's appraisal of the securities being registered. Such information should be furnished as will reasonably inform investors as to the suitability, adequacy, productive capacity and extent of utilization of the facilities used in the enterprise. Detailed descriptions of the physical characteristics of individual properties or legal descriptions by metes and bounds are not required and should not be given.

2. In the case of an extractive enterprise, material information should be given as to production, reserves, locations, developments and the nature of the registrant's interest. Where individual properties are of major significance to the enterprise (i) more detailed information concerning these matters should be furnished, including the results of development in the area and significant geological structures and formations, where appropriate

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Items 11-12

Form S-1

1763

and (ii) appropriate maps should be used to disclose location data of significant properties except where numerous maps would be required. Where the report of an engineer or other expert is referred to in the prospectus, a copy of the full report normally should be furnished as supplemental information but not as a part of the registration statement.

Item 11. Organization within 5 years.

If the registrant was organized within the past 5 years, furnish the following information:

(a) State the names of the promoters, the nature and amount of anything of value (including money, property, contracts, options or rights of any kind) received or to be received by each promoter directly or indirectly from the registrant, and the nature and amount of any assets, services or other consideration therefor received or to be received by the registrant. The term "promoter" is defined in Rule 405.

(b) As to any assets acquired or to be acquired by the registrant from a promoter, state the amount at which acquired or to be acquired and the principle followed or to be followed in determining the amount. Identify the persons making the determination and state their relationship, if any, with the registrant or any promoter. If the assets were acquired by the promoter within two years prior to their transfer to the registrant, state the cost thereof to the promoter.

Item 12. Pending Legal Proceedings.

Briefly describe any material pending legal proceedings, other than ordinary routine litigation incidental to the business, to which the registrant or any of its subsidiaries is a party or of which any of their property is the subject. Include the name of the court or agency in which the proceedings are pending, the date instituted and the principal parties thereto. Include similar information as to any such proceedings known to be contemplated by governmental authorities.

Instructions. 1. If the business ordinarily results in actions for negligence or other claims, no such action or claim need be described unless it departs from the normal kind of such actions.

2. No information need be given with respect to any proceeding which involves primarily a claim for damages if the amount involved, exclusive of interest and costs, does not exceed 15 percent of the current assets of the registrant and its subsidiaries on a consolidated basis. However, if any proceeding presents in large degree the same issues as other proceedings pending or known to be contemplated, the amount involved in such other proceedings shall be included in computing such percentage.

3. Notwithstanding Instructions 1 and 2, any material bankruptcy, receivership, or similar proceeding with respect to the registrant or any of its significant subsidiaries shall be described. Any material proceedings to which any director, officer or affiliate of the registrant, any security holder named in answer to Item 19(a), or any associate of any such director, officer or security holder, is a party adverse to the registrant or any of its subsidiaries shall also be described.