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be presented as deductions from the shareholders' equity of the general partner. Where a parent or affiliate of the general partner has committed itself to increase or maintain the general partner's capital then there shall also be filed an audited balance sheet of such parent or affiliate as of the end of its most recently com

pleted fiscal year. (3) Where a general partner of the limited partnership is a partnership there shall be filed an audited balance

sheet of such partnership as of the end of its most recently completed fiscal year. (4) Where a general partner of the limited partnership is a natural person there shall be filed, as supplemental

information, a balance sheet of such natural person as of a recent date. Such balance sheet need not be
audited. The assets and liabilities on such balance sheet should be carried at estimated fair market value,
with provisions for estimated income taxes on unrealized gains. The net worth of such general partner(s),
based on the estimated fair market value of their assets and liabilities, singly or in the aggregate, shall be

disclosed in the text of the prospectus.
(i) Special Instructions for Registrants Engaged in Mining Operations.

With respect to companies engaged or to be engaged in the mining business, attention is directed to the instruc-
tion to Item 17A concerning the appropriate classification of issuers engaged in the exploratory, development

and production stage of mining. () Special Instructions for Companies Engaged in Marketing Computer Software. (1) Companies shall not capitalize costs of internally developing (other than under a contractual arrangement

for which accounting for contracts is appropriate) computer software as a product or process (or a part of a product or process) to be sold, leased, or otherwise marketed to others in financial statements included in documents prepared pursuant to rules adopted pursuant to either the Securities Act of 1933 or the Securities Exchange Act of 1934 and filed with or furnished to the Commission after April 14, 1983, unless they had disclosed the practice of capitalizing software costs in either: (i) audited financial statements issued prior to April 14, 1983; (ii) a report or registration statement filed with the Commission prior to April 14, 1983; or (iii) a document for an offering of securities by the issuer, other than a registration statement, which

document was used in such offering prior to April 14, 1983. (2) Because the term "product" also encompasses services that are sold, leased, or otherwise marketed to others,

the prohibition in paragraph (1) of this section applies, for example, to a data processing service bureau

or a computer time-sharing company. (3) A company which, pursuant to paragraph (1) of this section, continues to follow the practice of capitalizing

costs of internally developing computer software as a product or process to be sold, leased, or otherwise marketed to others, shall disclose for each period for which an income statement is required to be presented,

the net amount of such costs capitalized during the period. (k) Furnish the information required by Item 304 of Regulation S-K ($239.304 of this chapter), changes in and dis

agreements with accountants on accounting and financial disclosure.

NOTE: The requirements of this item shall not apply to financial statements which reflect the provisions of a prounounce

ment adopted after August 4, 1983 by the Financial Accounting Standards Board which provides specific accounting guidance in this area.


Item 22. Indemnification of Directors and Officers.

Furnish the information called for by Item 702 of Regulation S-K (17 CFR 229.702).

Item 23. Other Expenses of Issuance and Distribution.

Furnish the information called for by Item 511 of Regulation S-K [17 CFR 229.511).

Item 24. Recent Sales of Unregistered Securities.

Furnish the information called for by Item 701 of Regulation S-K (17 CFR 229.701).


Item 25. Exhibits.

Furnish the exhibits as required by Item 601 of Regulation S-K (17 CFR 229.601).

Item 26. Undertakings.

Furnish the undertakings required by Item 512 of Regulation S-K [17 CFR 229.512).


Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-18 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of State of



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(Signature and Title)

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.





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 a majority of the board of directors or persons performing similar functions. If the registrant is a Canadian person, the registration statement shall also be signed by its authorized representative in the United States. Where the registrant is a limited partnership, the registration statement

shall be signed by a majority of the board of directors of any corporate general partner signing the registration statement. 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. Attention is directed to Rule 402 concerning manual signatures and to the exhibit requirements concerning signatures pursuant to powers of attorney.


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210.3-01 210.3-02 210.3-03 210.3-04 210.3-05 210.3-09


210.3-11 210.3-12

Article 3-General Instructions as to Financial Statements
Consolidated balance sheets ....

10 Consolidated statements of income and changes in financial position

10 Instructions to income statement requirements

11 Changes in other stockholders' equity

11 Financial statements of businesses acquired or to be acquired

11 Separate financial statements of subsidiaries not consolidated and 50 percent or less owned persons

13 Financial statements of guarantors and affiliates whose securities collateralize an issue registered or being registered

13 Financial statements of an inactive registrant

13 Age of financial statements at effective date of registration statement or at mailing date of proxy statement

14 Filing of other financial statements in certain cases

14 Special instructions for real estate operations to be acquired

14 Special provisions as to real estate investment trusts

15 Reorganization of registrant

15 Financial statements of natural persons Special provisions as to registered management investment companies and companies required to be registered as management investment companies

16 Special provisions as to financial statements for foreign private issuers

16 Currency for financial statements of foreign private issuers

17 Special provisions as to financial statements of companies engaged in marketing computer software


210.3-13 210.3-14 210.3-15 210.3-16 210.3-17 210.3-18


210.3-19 210.3-20 210.3-21

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Article 3A-Consolidated and Combined Financial Statements 210.3A-01 Application of $$ 210.3A-01 to 210.3A-05 ..... 210.3A-02 Consolidated financial statements of the registrant and its subsidiaries 210.3A-03 Statement as to principles of consolidation or combination followed 210.3A-04 Intercompany items and transactions 210.3A-05 Special requirements as to public utility holding companies

Article 4-Rules of General Application 210.4-01 Form, order, and terminology 210.4-02 Items not material ....... 210.4-03

Inapplicable captions and omission of unrequired or inapplicable financial statements

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17 CFR



21 21 22 22



... 43

43 47 48

210.4-04 Omission of substantially identical notes
210.4-05 Current assets and current liabilities
210.4-06 Reacquired evidences of indebtedness
210.4-07 Discount on shares
210.4-08 General notes to financial statements
210.4-10 Financial accounting and reporting for oil and gas producing activities pursuant to the federal
securities laws and the Energy Policy and Conservation Act of 1975

Article 5-Commercial and Industrial Companies
210.5-01 Application of S$ 210.5-01 to 210.5-04
210.5-02 Balance sheets
210.5-03 Income statements
210.5-04 What schedules are to be filed .....

Article 6- Registered Investment Companies 210.6-01 Application of S$ 210.6-01 to 210.6-10 210.6-02 Definition of certain terms 210.6-03 Special rules of general application to registered investment companies 210.6-04 Balance sheets .... 210.6-05 Statement of net assets 210.6-06 Special provisions applicable to the balance sheets of issuers of face-amount certificates 210.6-07 Statements of operations 210.6-08 Special provisions applicable to the statements of operations of issuers of face-amount

certificates 210.6-09 Statements of changes in net assets 210.6-10 What schedules are to be filed ......

Article 6A-Employee Stock Purchase, Savings and Similar Plans 210.6A-01 Application of $$ 210.6A-01 to 210.6A-05 ... 210.6A-02 Special rules applicable to employee stock purchase, savings and similar plans 210.6A-03 Statements of financial condition .... 210.6A-04 Statements of income and changes in plan equity 210.6A-05 What schedules are to be filed .....

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