General Rules and Regulations Under the Securities Exchange Act of 1934, as Amended

Promoter. The term "promoter" includes(a) Any person who, acting alone or in conjunction with one or more other persons, directly or indirectly takes initiative in founding and organizing the business or enterprise of an issuer.

(b) Any person who, in connection with the founding and organizing of the business or enterprise of an issuer, directly or indirectly receives in consideration of services or property or both services and property 10 percent or more of any class of securities of the issuer or 10 percent or more of the proceeds from the sale of any class of such securities. However, a person who receives such securities or proceeds either solely as underwriting commissions or solely in consideration of property shall not be deemed a promoter within the meaning of this paragraph if such person does not otherwise take part in founding and organizing the enterprise.

Prospectus. Unless otherwise specified or the context otherwise requires, the term "prospectus" means a prospectus meeting the requirements of Section 10 (a) of the Securities Act of 1933 as amended.

Registrant. The term "registrant" means an issuer of securities with respect to which an application or a report is being filed.

Share. The term "share" means a share of stock in a corporation or unit of interest in an unincorporated person.

Significant subsidiary. The term "significant subsidiary" means a subsidiary meeting any one of the following conditions:

(a) The assets of the subsidiary, or the investments in and advances to the subsidiary by its parent and the parent's other subsidiaries, if any, exceed 15 percent of the assets of the parent and its subsidiaries on a consolidated basis.

(b) The sales and operating revenues of the subsidiary exceed 15 percent of the sales and operating revenues of its parent and the parent's subsidiaries on a consolidated basis.

(c) The subsidiary is the parent of one or more subsidiaries and, together with such subsidiaries would, if considered in the aggregate, constitute a significant subsidiary.

Subsidiary. A "subsidiary" of a specified person is an affiliate controlled by such person directly, or indirectly through one or more intermediaries. (See also "majority-owned subsid

iary", "significant subsidiary", and "totally-he subsidiary.")

Succession. The term "succession" means t direct acquisition of the assets comprising a ge business, whether by merger, consolidation, pr chase, or other direct transfer. The term does n include the acquisition of control of a business less followed by the direct acquisition of its asses The term "succeed" and "successor" have mea ings correlative to the foregoing.

Totally-held subsidiary. The term "totall held subsidiary" means a subsidiary (a) substar į tially all of whose outstanding securities a owned by its parent and/or the parent's othe totally-held subsidiaries, and (b) which is indebted to any person other than its parent and or the parent's totally-held subsidiaries in r amount which is material in relation to the par ticular subsidiary, excepting indebtedness ir curred in the ordinary course of business which not over-due and which matures within one ye from the date of its creation, whether evidence by securities or not.

Voting securities. The term "voting secur ties" means securities the holders of which ar! presently entitled to vote for the election directors.

Wholly-owned subsidiary. The term "wholly owned subsidiary" means a subsidiary substartially all of whose outstanding voting securities ar owned by its parent and/or the parent's othe wholly-owned subsidiaries.

§ 240.12b-3. Title of Securities.

Wherever the title of securities is required be stated there shall be given such informatio as will indicate the type and general character si : the securities, including the following:

(a) In the case of shares, the par or state. value, if any; the rate of dividends, if fixed, an whether cumulative or non-cumulative; a bri indication of the preference, if any; and if co vertible, a statement to that effect.

(b) In the case of funded debt, the rate o interest; the date of maturity, or if the issue matures serially, a brief indication of the seria maturities, such as "maturing serially from 193) to 1960"; if the payment of principal or interes is contingent, an appropriate indication of such contingency; a brief indication of the priority of

the issue; and if convertible, a statement to that effect.

(c) In the case of any other kind of security, appropriate information of comparable character. 240.12b-4. Interpretation of Requirements. Unless the context clearly shows otherwise(a) The forms require information only as to he registrant.

(b) Whenever any fixed period of time in the ›ast is indicated, such period shall be computed 'rom the date of filing.

(d) Any words indicating the holder of a posiion or office include persons, by whatever titles esignated, whose duties are those ordinarily perormed by holders of such positions or offices. 240.12b-5. Determination of Banks.

Affiliates of

In determining whether a person is an "affiliate" r "parent" of a bank or whether a bank is a "subdiary" or "majority-owned subsidiary” of a perwithin the meaning of those terms as defined ɔn, 1 § 240.12b-2, voting securities of the bank held y a corporation all of the stock of which is dictly owned by the United States Government all not be taken into consideration.

ARTICLE 2. FORMAL REQUIREMENTS 240.12b-10. Requirements as to Proper Form. Every application or report shall be on the form escribed therefor by the Commission, as in effect the date of filing. Any application or report all be deemed to be filed on the proper form unss objection to the form is made by the Commison within thirty days after the date of filing. 240.12b-11. Number of Copies-SignaturesBinding.

each exchange on which the registrant has securities listed and registered.

(b) At least one copy of the application or report filed with the Commission and one copy thereof filed with each exchange shall be manually signed in the manner prescribed by the appropriate form. If the application or report is typewritten, one of the signed copies filed with the Commission shall be an original "ribbon" copy. Unsigned copies shall be conformed. If the signature of any person is affixed pursuant to a power of attorney or other similar authority, a copy of such power of attorney or other authority shall also be filed with the application or report.

(c) Each copy of an application or report filed with the Commission or with an exchange shall be bound in one or more parts. Copies filed with the Commission shall be bound without stiff covers. The application or report shall be bound on the left side in such a manner as to leave the reading matter legible.

§ 240.12b-12. Requirements as to Paper, Printing, and Language.

(a) Applications and reports shall be filed on good quality, unglazed, white paper 81⁄2 x 13 inches in size, insofar as practicable. However, tables, charts, maps and financial statements may be on larger paper if folded to that size.

(b) The application or report and, insofar as practicable, all papers and documents filed as a part thereof, shall be printed, lithographed, mimeographed, or typewritten. However, the application or report or any portion thereof may be prepared by any similar process which, in the opinion of the Commission, produces copies suitable for a permanent record. Irrespective of the process used, all copies of any such material shall be clear, easily readable and suitable for repeated photocopying. Debits in credit categories and credits in debit categories shall be designated so as to be clearly distinguishable as such on photocopies.

(c) The body of all printed applications and reports shall be in roman type at least as large as ten-point modern type. However, to the extent necessary for convenient presentation, financial statements and other statistical or tabular data and the notes thereto may be in type at least as large as eight-point modern type. All type shall be leaded at least two points.

tional securities exchange (hereinafter called the original security) obtain the right, by operation of law or otherwise, to acquire all or any part of a class of another or substitute security of the same or another issuer, or an additional amount of the original security, then:

(A) all or any part of the class of such other or substituted security shall be temporarily exempted from the operation of section 12 (a) to the extent necessary to render lawful transactions therein on an issued or "when-issued" basis on any national securities exchange on which the original, the other or the substituted security is lawfully admitted to trading; and

(B) the additional amount of the original security shall be temporarily exempted from the operation of section 12 (a) to the extent necessary to render lawful transactions therein on a "whenissued" basis on any national securities exchange on which the original security is lawfully admitted to trading.

(2) The exemptions provided by subparagraph (a) (1) shall be available only if the following conditions are met:

(A) a registration statement is in effect under the Securities Act of 1933 to the extent required as to the security which is the subject of such exemption, or the terms of any applicable exemption from registration under such Act have been complied with, if required;

(B) any stockholder approval necessary to the issuance of the security which is the subject of the exemption, has been obtained; and

(C) all other necessary official action, other than the filing or recording of charter amendments or other documents with the appropriate state authorities, has been taken to authorize and assure the issuance of the security which is the subject of such exemption.

(b) The exemption provided by this rule shall terminate on the earliest of the following dates: (1) When registration of the exempt security on the exchange becomes effective;

(2) When the exempt security is granted unlisted trading privileges on the exchange;

(3) The close of business on the tenth day after (A) withdrawal of an application for registration of the exempt security on the exchange; (B) withdrawal by the exchange of its certification of

approval of the exempt security for listing and registration; (C) withdrawal of an application for admission of the exempt security to unlisted trading privileges on the exchange; or (D) the sending to the exchange of notice of the entry of an order by the Commission denying an applica tion for admission of the exempt security to unlisted trading privileges on the exchange;

(4) The close of business on the one hundred and twentieth day after the date on which the exempt security was admitted by action of the exchange to trading thereon as a security exempted from the operation of section 12 (a) by this section, unless prior thereto an application for registration of the exempt security or for admission of the exempt security to unlisted trad ing privileges on the exchange has been filed.

(c) Notwithstanding paragraph (b), the Commission, having due regard for the public interest and the protection of investors, may at any time extend the period of exemption of any security by this section or may sooner terminate the exemption upon notice to the exchange and to the issuer of the extension or termination thereof.

(d) The exchange shall file with the Commission a notification on Form 26 promptly after taking action to admit any security to trading under this section; provided, however, that no notification need be filed under this section concerning the admission or proposed admission to trading of additional amounts of a class of security admitted to trading on such exchange.

(e) §§ 240.7c2-1 and 240.10b-1 shall be applicable to all securities exempted from the operation of section 12 (a) by this section.

REGULATION X-12B. APPLICATIONS AND REPORTS

ARTICLE 1. GENERAL

§ 240.12b-1. Scope of Regulation.

The sections contained in this regulation shall govern all applications for registrations pursuant to section 12 of the Act and reports pursuant to sections 13 and 15 (d) of the Act, including all amendments to such applications and reports, except that any provision in a form covering the same subject matter as any such section shall be controlling.

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240.12b-2. Definitions.

Unless the context otherwise requires, the following terms, when used in the rules contained in this regulation or in Regulation 240.13a or 240.15d or in the forms for applications and reports pursuant to section 12, 13, or 15 (d) of the Act, shall have the respective meanings indicated in this section:

Affiliate. An "affiliate" of, or a person "affiliated" with, a specified person, is a person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the person specified.

Amount. The term "amount," when used in regard to securities, means the principal amount if relating to evidences of indebtedness, the number of shares if relating to shares, and the number of units if relating to any other kind of security.

Associate. The term "associate" used to indicate a relationship with any person, means (1) any corporation or organization (other than the registrant or a majority-owned subsidiary of the registrant) of which such person is an officer or partner or is, directly or indirectly, the beneficial owner of 10 percent or more of any class of equity securities, (2) any trust or other estate in which such person has a substantial beneficial interest or as to which such person serves as trustee or in a similar fiduciary capacity, and (3) any relative or spouse of such person, or any relative of such spouse, who has the same home as such person or who is a director or officer of the registrant or any of its parents or subsidiaries.

Certified. The term "certified," when used in regard to financial statements, means certified by an independent public or independent certified public accountant or accountants.

Charter. The term "charter" includes articles of incorporation, declarations of trust, articles of association or partnership, or any similar instrument, as amended, effecting (either with or without filing with any governmental agency) the organization or creation of an incorporated or unincorporated person.

Control. The term "control" (including the terms "controlling," "controlled by" and "under common control with") means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies

of a person, whether through the ownership of voting securities, by contract, or otherwise.

Employee. The term "employee" does not include a director, trustee, or officer.

Fiscal Year. The term "fiscal year" means the annual accounting period or, if no closing date has been adopted, the calendar year ending on December 31.

Majority-owned subsidiary. The term "majority-owned subsidiary" means a subsidiary more than fifty percent of whose outstanding securities representing the right, other than as affected by events of default, to vote for the election of directors, is owned by the subsidiary's parent and/or one or more of the parent's other majority-owned subsidiaries.

Material. The term "material," when used to qualify a requirement for the furnishing of information as to any subject, limits the information required to those matters as to which an average prudent investor ought reasonably to be informed before buying or selling the security registered.

Parent. A "parent" of a specified person is an affiliate controlling such person directly, or indirectly through one or more intermediaries.

Predecessor. The term "predecessor" means a person the major portion of the business and assets of which another person acquired in a single succession or in a series of related successions in each of which the acquiring person acquired the major portion of the business and assets of the acquired person.

Previously filed or reported. The terms "previously filed" and "previously reported" mean previously filed with, or reported in, an application under section 12, a report under section 13 or 15 (d), a definitive proxy statement under section 14 of the Act, or a registration statement under the Securities Act of 1933; provided, that information contained in a report under section 15 (d) of the Act or in a registration statement under the Securities Act of 1933 shall be deemed to have been previously filed with, or reported to, an exchange only if such report or registration statement is filed with such exchange.

Principal underwriter. The term "principal underwriter" means an underwriter in privity of contract with the issuer of the securities as to which he is underwriter.

Prospectus. Unless otherwise specified or the context otherwise requires, the term "prospectus" means a prospectus meeting the requirements of Section 10 (a) of the Securities Act of 1933 as amended.

Registrant. The term "registrant" means an issuer of securities with respect to which an application or a report is being filed.

Share. The term "share" means a share of stock in a corporation or unit of interest in an unincorporated person.

Significant subsidiary. The term "significant subsidiary" means a subsidiary meeting any one of the following conditions:

(b) The sales and operating revenues of the subsidiary exceed 15 percent of the sales and operating revenues of its parent and the parent's subsidiaries on a consolidated basis.

(e) The subsidiary is the parent of one or more subsidiaries and, together with such subsidiaries would, if considered in the aggregate, constitute A significant subsidiary.

Hubsidiary. A "subsidiary" of a specified person is an affiliate controlled by such person directly, or indirectly through one or more intermediaries. (See also "majority-owned subsid

iary”, “significant subsidiary", and "totally-hel: subsidiary.")

Succession. The term "succession" means the direct acquisition of the assets comprising a goin business, whether by merger, consolidation, pur chase, or other direct transfer. The term does no include the acquisition of control of a business un less followed by the direct acquisition of its assets The term "succeed" and "successor" have mear ings correlative to the foregoing.

Totally-held subsidiary. The term "totally held subsidiary" means a subsidiary (a) substan tially all of whose outstanding securities are owned by its parent and/or the parent's other totally-held subsidiaries, and (b) which is no indebted to any person other than its parent and or the parent's totally-held subsidiaries in amount which is material in relation to the paj ticular subsidiary, excepting indebtedness it curred in the ordinary course of business which is not over-due and which matures within one year i from the date of its creation, whether evidenced by securities or not.

Voting securities. The term "voting securi ties" means securities the holders of which are presently entitled to vote for the election of directors.

Wholly-owned subsidiary. The term "wholly owned subsidiary" means a subsidiary substartially all of whose outstanding voting securities are owned by its parent and/or the parent's other wholly-owned subsidiaries.

§ 240.12b-3. Title of Securities.

Wherever the title of securities is required to be stated there shall be given such information as will indicate the type and general character of the securities, including the following:

(a) In the case of shares, the par or stated value, if any; the rate of dividends, if fixed, and whether cumulative or non-cumulative; a brief: indication of the preference, if any; and if con vertible, a statement to that effect.

(b) In the case of funded debt, the rate of interest; the date of maturity, or if the issue matures serially, a brief indication of the serial maturities, such as "maturing serially from 1950 to 1960"; if the payment of principal or interest . is contingent, an appropriate indication of such contingency; a brief indication of the priority of

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General Rules and Regulations Under the Securities Exchange Act of 1934, as ...