rule or may sooner terminate the exemption n notice to the exchange and to the issuer of extension or termination thereof.

7) The exchange shall file with the Commisa notification on Form 26 promptly after takaction to admit any security to trading under rule; provided, however, that no notification

ffiliate. An "affiliate" of, or a person "affili1" with, a specified person, is a person that ectly, or indirectly through one or more rmediaries, controls, or is controlled by, or is ler common control with, the person specified. mount. The term "amount," when used in ard to securities, means the principal amount elating to evidences of indebtedness, the numof shares if relating to shares, and the number inits if relating to any other kind of security. Associate. The term "associate" used to india relationship with any person, means (1) any poration or organization (other than the regisat or a majority-owned subsidiary of the regisnt) of which such person is an officer or partner s, directly or indirectly, the beneficial owner of percent or more of any class of equity securities, any trust or other estate in which such person a substantial beneficial interest or as to which person serves as trustee or in a similar fiducicapacity, and (3) any relative or spouse of

h

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.

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 "prospe means a prospectus meeting the requiremen section 10 (a) of the Securities Act of 1 amended.

Registrant. The term "registrant" me issuer of securities with respect to which plication or a report is being filed.

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

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

(a) The assets of the subsidiary, or the ins ments in and advances to the subsidiary ha parent and the parent's other subsidiaries, if exceed 15 percent of the assets of the parent subsidiaries on a consolidated basis.

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

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

Subsidiary. A "subsidiary" of a specified p son is an affiliate controlled by such person rectly, or indirectly through one or more mediaries. (See also "majority-owned s iary", "significant subsidiary", and "totally subsidiary.")

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

Totally-held subsidiary. The term "tos held subsidiary" means a subsidiary (a) substa tially all of whose outstanding securities owned by its parent and/or the parent's totally-held subsidiaries, and (b) which is indebted to any person other than its parent or the parent's totally-held subsidiaries in amount which is material in relation to the p ticular subsidiary, excepting indebtednes curred in the ordinary course of business wh

ver-due and which matures within one year the date of its creation, whether evidenced curities or not.

ting securities. The term "voting securimeans securities the holders of which are ently entitled to vote for the election of

tors.

olly-owned subsidiary. The term "whollyd subsidiary" means a subsidiary substanall of whose outstanding voting securities are d by its parent and/or the parent's other ly-owned subsidiaries.

12b-3. Title of Securities.

herever the title of securities is required to ated there shall be given such information Il indicate the type and general character of ecurities, including the following:

In the case of shares, the par or stated ', , if any; the rate of dividends, if fixed, and her cumulative or non-cumulative; a brief ation of the preference, if any; and if conble, a statement to that effect.

) In the case of funded debt, the rate of est; the date of maturity, or if the issue maserially, a brief indication of the serial rities, such as "maturing serially from 1950 60"; if the payment of principal or interest ntingent, 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. Rule 12b-4. Interpretation of Requirements.

Unless the context clearly shows otherwise— (a) The forms require information only as to the registrant.

(b) Whenever any fixed period of time in the past is indicated, such period shall be computed from the date of filing.

(c) Whenever words relate to the future, they have reference solely to present intention.

(d) Any words indicating the holder of a position or office include persons, by whatever titles designated, whose duties are those ordinarily performed by holders of such positions or offices.

Rule 12b-5. Determination of Affiliates of Banks.

In determining whether a person is an “affiliate" or "parent" of a bank or whether a bank is a "subsidiary" or "majority-owned subsidiary" of a person, within the meaning of those terms as defined in Rule 12b-2, voting securities of the bank held by a corporation all of the stock of which is directly owned by the United States Government shall not be taken into consideration.

12b-10. Requirements as to Proper Form. ery application or report shall be on the form ribed therefor by the Commission, as in effect e date of filing. Any application or report be deemed to be filed on the proper form unobjection to the form is made by the Commiswithin thirty days after the date of filing.

- 12b-11. Number of Copies-SignaturesBindi- ;.

) Except as provided in a particular form, complete copies of each application or reincluding exhibits and all other papers and ments filed as a part thereof, shall be filed with Commission. At least one complete copy of application shall be filed with each exchange hich the securities covered thereby are being tered. At least one complete copy of each re

port under section 13 of the Act shall be filed with 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.

Rule 12b-12. Requirements as to Paper, Print

ing, and Language.

(a) Applications and reports shall be filed on good quality, unglazed, white paper 82 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.

(d) Applications and reports shall be in the English language. If any exhibit or other paper or document filed with an application or report

is in a foreign language, it shall be accompani a translation into the English language.

Rule 12b-13. Preparation of Application port.

The application or report shall contain the bers and captions of all items of the appro form, but the text of the items may be omitte vided the answers thereto are so prepared t dicate to the reader the coverage of the items out the necessity of his referring to the ten items or instructions thereto. However, any item requires information to be given ular form, it shall be given in substantial tabular form specified in the item. All tions, whether appearing under the items form or elsewhere therein, are to be omitted the application or report. Unless expres vided otherwise, if any item is inapplicable c answer thereto is in the negative, an appr statement to that effect shall be made. Rule 12b-14. Riders-Inserts.

Riders shall not be used. If the appli report is typed on a printed form, and the provided for the answer to any given item sufficient, reference shall be made in such to a full insert page or pages on which the number and caption and the complete an given.

Rule 12b-15. Amendments.

All amendments shall be filed under c Form 8 and shall comply with all pertiner quirements applicable to applications and Amendments shall be filed separately for separate application or report amended.:! ments to an application may be filed either or after registration becomes effective.

Rule 12b-20. Additional Information.

In addition to the information expressly required to be included in an application or report, there shall be added such further material information, if any, as may be necessary to make the required statements, in the light of the circumstances under which they are made not misleading.

Rule 12b-21. Information Unknown er Available.

Information required need be given only as it is known or reasonably available registrant. If any required information known and not reasonably available to the trant, either because the obtaining thereof

Elve unreasonable effort or expense, or because sts peculiarly within the knowledge of another on not affiliated with the registrant, the innation may be omitted, subject to the following litions.

4) The registrant shall give such information ne subject as it possesses or can acquire without Dasonable effort or expense, together with the ces thereof.

>) The registrant shall include a statement er showing that unreasonable effort or expense ld be involved or indicating the absence of any Lation with the person within whose knowledge information rests and stating the result of a est made to such person for the information. e 12b-22. Disclaimer of Control.

the existence of control is open to reasonable ot in any instance, the registrant may disclaim existence of control and any admission thereIn such case, however, the registrant shall state naterial facts pertinent to the possible existof control.

12b-23. Incorporation by Reference.

) Matter contained in any part of an applin or report, other than exhibits, may be incorted by reference in answer or partial answer y item of the application or report. Matter ained in an exhibit may be so incorporated to xtent permitted in Rule 12b-24. An applin for registration of additional securities of egistrant (whether of the same or a different ) on the same exchange may incorporate by ence any item contained in any application uant to which such prior registration is tive.

) Any financial statement filed with the mission pursuant to any Act administered by Commission may be incorporated by reference 1 application or report, filed with the Comion by the same or any other person, if it subially conforms to the requirements of the on which the application or report is filed. financial statement filed with an exchange uant to the Act may be incorporated by ence in any application or report filed with xchange by the same or any other person, if bstantially conforms to the requirements of

the form on which the application or report is filed. If any financial statement filed with the Commission is incorporated by reference in copies of an application or report filed with the Commission pursuant to section 12 or 13 of the Act, copies of the financial statement may be filed with the exchange in lieu of the corresponding financial statement required by the form on which the application or report is filed.

(c) Material incorporated by reference shall be clearly identified in the reference. An express statement that the specified matter is incorporated by reference shall be made at the particular place in the application or report where the information is required. Matter shall not be incorporated by reference in any case where such incorporation would render the statement incomplete, unclear or confusing.

Rule 12b-24. Summaries or Outlines of Documents.

Where an item requires a summary or outline of the provisions of any document, only a brief statement shall be made, in succinct and condensed form, as to the most important provisions of the document. In addition to such statement, the summary or outline may incorporate by reference particular items, sections, or paragraphs of any exhibit and may be qualified in its entirety by such reference. Matter contained in an exhibit may be incorporated by reference in answer to an item only to the extent permitted by this rule. Rule 12b-25. Extension of Time for Furnishing Information.

If it is impractical to furnish any required information, document or report at the time it is required to be filed, the registrant may file with the Commission as a separate document an application (a) identifying the information, document or report in question, (b) stating why the filing thereof at the time required is impracticable, and (c) requesting an extension of time for filing the information, document or report to a specified date not more than 60 days after the date it would otherwise have to be filed. The application shall be deemed granted unless the Commission, within 10 days after receipt thereof, shall enter an order denying the application.