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STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935, or Section 30(f) of the Investment Company Act of 1940

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U.S. SECURITIES AND EXCHANGE
COMMISSION

Washington, D.C. 20549

FORM 5

ANNUAL RECONCILIATION OF
BENEFICIAL OWNERSHIP OF
SECURITIES

SPECIAL INSTRUCTIONS FOR
COMPLETING FORM 5

Under Sections 16(a) and 23(a) of the Securities Exchange Act of 1934; Sections 17(a) and 30(a) of the Public Utility Holding Company Act of 1935; and Sections 30(f) and 38 of the Investment Company Act of 1940, and the rules and regulations thereunder, the Commission is authorized

the Federal securities laws and the rules promulgated thereunder.

GENERAL INSTRUCTIONS

1. When and Where Statements Are to Be Filed.

(a) on or before the 30th day after the end of the company's fiscal year, three copies of the statement on this form, at least one of which is manually signed, shall be filed with the Securities and Exchange Commission, Washington, D.C. 20549. At the same time, one duplicate original of the statement shall be filed with each exchange on which any class of equity securities of the company is registered, unless the company has in accordance with Rule 16a-3(c), designated a single exchange to receive such statements. One duplicate original also shall be filed with the company pursuant to Rule 16a-3(e). The filing date is the date of receipt at the Commission except as otherwise provided by Rule 16a-3(g). (b) Acknowledgment of receipt of the statement

by this form by officers, directors and certain security holders of registered issuers.

Disclosure of the information specified in this form is mandatory, except for social security account numbers, disclosure of which is voluntary. The information will be used for the primary purpose of determining and disclosing the holdings of officers, directors and beneficial owners of registered companies. This statement will be made a matter of public record. Therefore, any information given will be available for inspection by any member of the public.

Because of the public nature of the information, the Commission can utilize it for a variety of purposes, including referral to other governmental authorities or securities self-regulatory organizations for investigatory purposes or in connection with litigation involving the Federal securities laws or other civil, criminal or regulatory statutes or provisions. Social security account numbers, if furnished, will assist the Commission in identifying officers, directors and security holders and, therefore, in promptly processing statements of beneficial ownership of securities on this form.

Failure to disclose the information requested by this form, except for social security account numbers, may result in civil or criminal action against the persons involved for violation of provisions of

a self-addressed, stamped postal card identifying the statement filed.

2. Separate Statement for Each CompanyException.

A separate statement shall be filed with respect to the securities of each company, except that a single statement shall be filed with respect to the securities of a registered public utility holding company and all of its subsidiaries.

3. Classes of Securities to Be Reported.

(a) Persons reporting pursuant to Section 16(a) of the Securities Exchange Act of 1934 shall include information as to transactions required to be reported on this form in all classes of equity securities of the company even though one or more of such classes may not be registered pursuant to Section 12 of the Act.

(b) Persons reporting pursuant to Section 17(a) of the Public Utility Holding Company Act of 1935 shall include information as to transactions required to be reported on this form in all classes of securities of the registered holding company and all of its subsidiary companies.

(c) Persons reporting pursuant to Section 30(f) of the Investment Company Act of 1940 shall include information as to transactions required to be reported on this form in all classes of securities of the registered closed-end investment company

(other than "short-term paper", as defined in Section 2(a)(38) of the Act).

4. Statement Required Even if No Transactions Have Been Conducted or No Securities Are Owned.

A statement on this form is required regardless of whether the reporting person conducted any transactions in the company's securities during the company's fiscal year. See Rule 16a-3(f). If any person required to file a statement on this form does not own any securities required to be reported, a statement shall be made on this form to report that fact.

5. Transactions to Be Reported.

Stock splits or stock dividends occurring during the fiscal year shall be reported on this form. See Rule 16a-3(f)(1). Small acquisitions that are to be reported on a deferred basis pursuant to Rule 16a-6 shall be reported on this form. In accordance with Rule 16a-3(f)(1), all transactions in the company's securities conducted during the company's fiscal year that were exempted from liability under Section 16 of the Exchange Act (by operation of rules promulgated pursuant to Section 16(b) of such Act) and, therefore, are to be reported on a deferred basis, shall be reported on this form. Any occurrence or transaction required to be reported on Form 3 or 4 under Section 16(a) of the Act that was required to be filed prior to, and that has yet to be reported as of the date by which this Form 5 is filed shall be reported on this Form 5; Provided, however, that such Form 3 or 4 shall be appended to this Form 5. Transactions involving derivative securities shall be reported in Table II; all other transactions shall be reported in Table I.

6. Reporting of Transactions.

(a) When a transaction relates to the acquisition or disposition of two or more securities as a unit and both are required to be reported, report each security separately and describe the unit relationship in the space for comments below Table II. If one or more of the securities comprising the unit is not required to be reported, the other security or securities shall be reported separately and the unit relationship described as indicated above. In reporting the acquisition or disposition of common stock that is convertible into another type of common stock, the transaction should be listed in Table I with the number of shares or units subject to the conversion privilege and the conversion price set forth in the space for comments

below Table II. Other convertible securities should be reported as derivative securities.

(b) Securities owned indirectly shall be reported on separate lines from those owned directly and also from those owned through a different type of indirect ownership.

(c) If a derivative security is converted or exercised, the transaction shall be reported in Table II and the acquisition or disposition of the security subject to the derivative security shall be reported in Table I.

7. Title of Securities.

The title of securities in Column 1 of Table I and Columns 1 and 3 of Table II shall be stated as specifically as possible; for example, “Common stock," "Class A common stock," "$6 Convertible Preferred Stock," etc. Include the name of the issuer of the securities if it is a public utility holding company or a subsidiary thereof. 8. Statement of Amounts of Securities.

(a) In stating amounts of securities in Columns 3 and 4 of Table I and Column 4 of Table II and in Section A under the heading "Additional Information," give the number of securities, or if debt is required to be reported, give the face amount of the debt securities.

(b) In stating amounts of securities beneficially owned through a partnership, corporation, trust, or other entity, the reporting person shall indicate only the amount of securities representing the proportionate interest of the person in the transaction or holdings of the partnership, corporation, trust, or other entity. See Instruction 10(b) below. Alternatively, at the option of the reporting person, the entire amount of the entity's interest may be reported.

9. Purchase or Sale Price of Securities. (a) If any transaction reported in Table I or II involved a purchase or sale of securities for cash or obligation to pay cash, state in Column 6 the purchase price per share or other unit, exclusive of brokerage commissions or other costs of execution. If the transaction was only partly for cash and partly for other consideration, state the amount of cash per share or other unit and the nature of the additional consideration. If the transaction did not involve cash, state the nature of the consideration given or received.

(b) When two or more securities are purchased or sold as a unit, the purchase or sale price of the unit shall be stated in Column 6 with respect to

one of the securities and cross-referenced with respect to the other security or securities. 10. Type of Ownership of Securities. (a) The following securities shall be reported as owned directly: securities held in the name of the reporting person or in the name of a bank, broker, or nominee for the account of the reporting person; and securities held in joint tenancy, tenancy in common, tenancy by the entirety, or as community property.

(b) Securities that are beneficially owned, but that are not owned directly, e.g., through a spouse, child, or other member of the reporting person's immediate family, shall be reported as indirectly owned; “beneficial owner" and "immediate family" are defined in Rules 16a-1(a) and (b), respectively. Furthermore, securities holdings attributed to a reporting person due to the person's interest in a partnership, corporation, trust, or other entity also are considered to be

owned indirectly.

(c) Beneficial ownership of the securities reported on this form may be disclaimed. See Rule 16a-1(a)(4).

11. Type of Derivative Security.

The type of derivative security owned shall be reported in Column 1 of Table II. If appropriate, state whether the derivative security represents a right to buy, a right to sell, an obligation to buy, or an obligation to sell, the underlying securities; for example, "Purchase of Put," "Sale of Put," "Purchase of Call," "Sale of Call," "Acquisition of Warrant," "Disposition of Warrant," "Exercise of Rights," etc.

12. Beneficial Ownership at End of Fiscal Year. (a) The title and amount of securities beneficially owned by the reporting person as of the last day of the company's fiscal year shall be disclosed in Part A of the "Additional Information" section on page 2 of this form. See Instructions 7 and 8.

(b) When two or more securities are owned as a unit, report each security separately and describe the unit relationship in the space provided for comments below Part A. If one or more of the securities comprising the unit is not required to be reported, the other security or securities shall

13. Certification of Compliance with Section 16(a).

(a) All reporting persons shall certify in Part B of the "Additional Information" section on page 2 of this form whether or not they have filed with the Commission and each exchange with which filing is required all required Form 3 or 4 reports relating to events occurring and/or transactions consummated during the company's fiscal year. (b) If the certification cannot be given, the reporting person must either: (1) provide an indication that three copies of all reports on Forms 3 and 4 that should have been, but were not, filed are attached to this Form; or (2) list the events and/or transactions that triggered the reporting requirements, the dates on which such events and/or transactions occurred, and explain why the required reports have not been filed. 14. Inclusion of Additional Information. A statement may include any additional information or explanation deemed relevant by the person filing the statement.

15. Signature.

If the statement is filed for a corporation, partnership, trust, etc., the name of the organization shall appear over the signature of the officer or other person authorized to sign the statement. If the statement is filed for an individual, it shall be signed by the individual or specifically on behalf of the individual by a person authorized to sign for the individual. If signed on behalf of the individual by another person, the authority of such person to sign the statement shall be confirmed to the Commission in writing as soon as practicable by the individual for whom the statement is filed, unless such a confirmation which is still in effect is on file with the Commission.

Annual Report of Beneficial Ownership of Securities

Filed Pursuant to Section 16(a) of the Securities Exchange Act of 1934,
Section 17(a) of the Public Utility Holding Company Act of 1935,

or Section 30(f) of the Investment Company Act of 1940

6. Job Title of Officer/Director (e.g., President and Director, Chief Financial Officer, etc.)

4. IRS or Social Security Identifying Number of Reporting Person (Optional)

7. Statement for Company's Fiscal Year Ending Month Day Year

1.

Table 1 - Securities Transactions Reported on a Deferred Basis (Transactions Involving Derivative Securities of the Company Shall be Reported in Table I

2.

Date of Transaction

(Give Market Transaction Trade Date or Stock Split or Dividend Record Date) Month Day Year

Instructions 5 and 6)