1772 Form S-1 Items 27-28 sold not publicly offered, name the persons or identify the class of persons to whom the securities were sold. (c) As to securities sold for cash, state the aggregate offering price and the aggregate underwriting discounts or commissions. As to any securities sold otherwise than for cash, state the nature of the transaction and the nature and aggregate amount of consideration received by the registrant. (d) Indicate the section of the Act or the Rule of the Commission under which exemption from registration was claimed and state briefly the facts relied upon to make the exemption available. Instructions. 1. Information need not be set forth as to notes, drafts, bills of exchange or bankers' acceptances which mature not later than one year from the date of issuance. 2. If the sales were made in a series of transactions, the information may be given by such totals and periods as will reasonably convey the information required. Item 27. Subsidiaries of Registrant. Furnish a list or diagram of all subsidiaries of the registrant, and as to each such subsidiary indicate (1) the State or other jurisdiction under the laws of which it was organized, and (2) the percentage of voting securities owned or other basis of control, by its immediate parent. Designate (i) subsidiaries for which separate financial statements are filed; (ii) subsidiaries included in consolidated financial statements; (iii) subsidiaries included in group financial statements filed for unconsolidated subsidiaries; and (iv) subsidiaries for which no financial statements are filed, indicating briefly why statements of such subsidiaries are not filed. Instructions. 1. In case the registrant owns directly or indirectly approximately 50% of the voting securities of any person and approximately 50% of the voting securities of such person are owned directly or indirectly by another single interest, such person shall be deemed to be a subsidiary for purposes of this item. 2. Include the registrant and show clearly the relationship of each person named to the registrant and to the other persons named. The names of particular subsidiaries may be omitted if the unnamed subsidiaries considered in the aggregate as a single subsidiary would not constitute a significant subsidiary. 3. If the securities being registered are to be issued in connection with, or pursuant to, a plan of acquisition, reorganization, readjustment, or succession, indicate insofar as practicable the status to exist upon consummation of the plan. State briefly the general effect of all material franchises and concessions held by the registrant and its subsidiaries. Instruction. As used in this item, the term "franchise" means a special privilege granted by governmental authority to use public property for business purposes, such as the use of the streets by a public utility company, or the maintenance of an establishment upon the public domain, and the term "concession" means a grant by governmental authority of the right to engage in the exploitation of natural resources. Items 29-31 Form S-1 Item 29. Indemnification of Directors and Officers. 1773 State the general effect of any charter provision, by-law, contract, arrangement or statute under which any director or officer of the registrant is insured or indemnified in any manner against any liability which he may incur in his capacity as such. Item 30. Treatment of Proceeds from Stock Being Registered. If capital stock is being registered hereunder and any portion of the consideration to be received by the registrant for such stock is to be credited to an account other than the appropriate capital stock account, state to what other account such portion is to be credited and the estimated amount per share. If the consideration from the sale of par value shares is less than par value, state the amount per share involved and its treatment in the accounts. Item 31. Financial Statements and Exhibits. List all financial statements and exhibits filed as a part of the registration statement. (a) Financial statements, indicating those included in the prospectus. (b) Exhibits. (c) Statement of eligibility and qualification of each person designated to act as trustee under an indenture to be qualified under the Trust Indenture Act of 1939. UNDERTAKINGS A. The following undertaking shall be included in every registration state ment: "Subject to the terms and conditions of Section 15(d) of the Securities Exchange Act of 1934, the undersigned registrant hereby undertakes to file with the Securities and Exchange Commission such supplementary and periodic information, documents and reports as may be prescribed by any rule or regulation of the Commission heretofore or hereafter duly adopted pursuant to authority conferred in that section." B. The following undertaking, with appropriate modifications to suit the particular case, shall be included in the registration statement if the securities being registered are to be offered to existing security holders pursuant to warrants or rights and any securities not taken by security holders are to be reoffered to the public: "The undersigned registrant hereby undertakes to supplement the prospectus, after the expiration of the subscription period, to set forth the results of the subscription offer, the transactions by the underwriters during the subscription period, the amount of unsubscribed securities to be purchased by the underwriters and the terms of any subsequent reoffering thereof. If any public offering by the underwriters is to be made on terms differing from 1774 Form S-1 Signatures those set forth on the cover page of the prospectus, a post-effective amendment will be filed to set forth the terms of such offering." C. The following undertaking, with appropriate modifications to suit the particular case, shall be included in the registration statement if the securities being registered are to be offered at competitive bidding: "The undersigned registrant hereby undertakes to file an amendment to the registration statement reflecting the results of bidding, the terms of the reoffering and related matters to the extent required by the applicable form, not later than the first use, authorized by the registrant after the opening of bids, of a prospectus relating to the securities offered at competitive bidding, unless no further public offering of such securities by the registrant and no reoffering of such securities by the purchasers is proposed to be made." SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of...... on the ......... day of .... and State of 19..... (Registrant) By.... (Signature and Title) Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated. (Signature) (Title) (Date) Instructions. 1. The registration statement shall be signed by the registrant, its principal executive officer or officers, its principal financial officer, its controller or principal accounting officer and by at least the majority of the board of directors or persons performing similar functions. If the registrant is a foreign person, the registration statement shall also be signed by its authorized representative in the United States. 2. The name of each person who signs the registration statement shall be typed or printed beneath his signature. Any person who occupies more than one of the specified positions shall indicate each capacity in which he signs the registration statement. Instructions as to Form S-1 INSTRUCTIONS AS TO FINANCIAL STATEMENTS 1775 These instructions specify the financial statements required to be filed as a part of a registration statement on this form. Regulation S-X governs the certification, form and content of such financial statements, including the basis of consolidation, and prescribes the statements of retained earnings and other additional capital and the schedules to be filed in support thereof. Item 21(a) 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. A. THE REGISTRANT 1. Balance Sheets of the Registrant. (a) The registrant shall file a balance sheet as of a date within 90 days prior to the date of filing the registration statement. This balance sheet need not be certified. If all of the following conditions exist, this balance sheet may, however, be as of a date within six months prior to the date of filing. (1) The registrant files annual and other reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934; (2) The total assets of the registrant and its subsidiaries, as shown by the latest consolidated balance sheet filed, less any valuation or qualifying reserves, amount to $5,000,000 or more, exclusive of intangibles; and (3) No long-term debt of the registrant is in default as to principal, interest or sinking fund provisions. (b) If the balance sheet required by paragraph (a) is not certified, there shall be filed in addition a certified balance sheet 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 sheet may be as of the end of the preceding fiscal year. 2. Profit and Loss and Source and Application of Funds Statements of the Registrant. The registrant shall file profit and loss and source and application of funds statements for each of the three fiscal years preceding the date of the latest balance sheet filed and for the period, if any, between the close of the latest of such fiscal years and the date of the latest balance sheet filed. These statements shall be certified up to the date of the latest certified balance sheet filed. 3. Omission of Registrant's Statements in Certain Cases. Notwithstanding Instructions 1 and 2, the individual financial statements of the registrant may be omitted if (1) consolidated statements of the registrant and one or more of its subsidiaries are filed, (2) the conditions specified in either of the following paragraphs are met, and (3) the Commission is advised as to the reasons for such omission. 1776 Form S-1 Instructions us Financial Statements (a) The registrant is primarily an operating company and all subsidiaries included in the consolidated financial statements filed are totally-held subsidiaries; or (b) The registrant's total assets, exclusive of investments in and advances to the consolidated subsidiaries, constitute 85% or more of the total assets shown by the consolidated balance sheets filed and the registrant's total gross revenues for the period for which its profit and loss statements would be filed, exclusive of interest and dividends received from the consolidated subsidiaries, constitute 85% or more of the total gross revenue shown by the consolidated profit and loss statements filed. B. CONSOLIDATED STATEMENTS 4. Consolidated Balance Sheets. There shall be filed a consolidated balance sheet of the registrant and its subsidiaries as of the same date as each balance sheet of the registrant filed pursuant to Instruction 1. The consolidated balance sheet shall be certified if the registrant's balance sheet as of the same date is certified. If the registrant's balance sheets are omitted pursuant to Instruction 3, the consolidated balance sheets filed shall be as of the same dates as the balance sheets of the registrant would be required and shall be certified if the corresponding balance sheet of the registrant would be required to be certified. 5. Consolidated Profit and Loss and Source and Application of Funds Statements. There shall be filed consolidated profit and loss and source and application of funds statements of the registrant and its subsidiaries for each of the three fiscal years preceding the date of the latest consolidated balance sheet filed and for the period, if any, between the close of the latest of such fiscal years and the date of the latest consolidated balance sheet filed. These statements shall be certified up to the date of the latest related certified consolidated balance sheet filed. C. UNCONSOLIDATED SUBSIDIARIES AND OTHER PERSONS 6. Unconsolidated Subsidiaries. (a) Subject to Rule 4-03 of Regulation S-X regarding group statements of unconsolidated subsidiaries, there shall be filed for each majority-owned sub sidiary of the registrant not consolidated the financial statements which would be required if the subsidiary were itself a registrant. Insofar as practicable, these financial statements shall be as of the same date or for the same periods as those of the registrant. (b) If it is impracticable to file a balance sheet of any unconsolidated subsidiary as of a date within 90 days prior to the date of filing, there may be filed in lieu thereof a certified balance sheet of the subsidiary as of the end of its latest annual or semi-annual fiscal period preceding the date of filing the registration statement, for which it is practicable to do so. |