Rule 12b-35. Use of Registration Statement Under Securities Act of 1933

(a) Any registrant which has effective under the Securties Act of 1933 a registration statement filed on Form S-1 and not subject to any proceeding under section 8 of that Act or to an order entered thereunder may file an application for registration of securities on an exchange consisting of the following:

(1) The registration statement and all amendments thereto filed under the Securities Act of 1933, including financial statements and exhibits, or a composite of such statement as amended. However, any financial statements or exhibits not called for by the appropriate application form may be omitted.

(2) A description of the securities being registered, as required by the appropriate application form, unless they are of the same class as those registered under the statement referred to in subparagraph (1) above.

(3) Any financial statements or exhibits required by the appropriate application form which are not contained in the statement referred to in subparagraph (1) above.

(4) The approximate number of holders of record of each class of stock of the registrant, as of the latest practicable date.

(b) If the registrant has no securities listed and registered on the particular exchange, the application shall also include as exhibits the annual, semi-annual and current reports which would have been required if securities of the registrant had become listed and registered on such exchange on the effective date of the registration statement referred to in subparagraph (a)(1) above. If the registrant has filed reports pursuant to section 13 or 15(d) of the Act, it may file with the application copies of the reports filed pursuant to that section subsequent to the effective date of such registration statement, in lieu of the reports referred to in the preceding sentence.

(c) If the application for registration is filed more than 1 year after the effective date of the registration statement referred to in subparagraph (a) (1) above, the information called for by items 3 and 4 of Form 10 shall be included in the application. If the application is filed within 1 year after the effective date of such registration statement or within 1 year after the end of the

fiscal year covered by the latest annual report furnished pursuant to paragraph (b), the application shall include a brief description of any materially important changes not previously reported, in the business of the registrant and its subsidiaries since the effective date of the registration statement, or since the end of the fiscal year covered by such annual report, as the case may be, including, in the case of an extractive company, any material changes in the reserves of such company. This paragraph shall not apply, however, if the registrant has securities listed and registered on any national securities exchange.

(d) An application for registration filed pursuant to this rule shall be filed under cover of the facing sheet of the appropriate application form and shall be signed in accordance with the requirements of that form. Except as otherwise provided in this rule, all pertinent provisions of these General Rules and Regulations relating to the preparation and filing of applications for registration shall apply to applications filed pursuant to this rule. The following statement and list of contents shall be set forth on the first page of the application immediately following the facing page thereof:

THIS APPLICATION IS FILED PURSUANT TO RULE 12b-35 OF THE GENERAL RULES AND REGULATIONS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND CONSISTS OF THE FOLLOWING INFORMATION AND DOCUMENTS:

(List the contents of the application for registration, commencing with the registration statement under the Securities Act of 1933, identifying it by file number and effective date.)

(e) In copies of the application filed with the Commission the registrant shall, subject to the limitation of Rule 24 of the Commission's Rules of Practice, incorporate by reference the registration statement referred to in subparagraph (a) (1) and any reports required by paragraph (b) which are on file with the Commission. If such registration statement or any such annual report incorporates by reference any financial statements or exhibits required by the appropriate form which are on file with the Commission but are not on file with the exchange, copies of the application filed with the exchange shall include copies of such financial statements or exhibits. Rule 12b36 shall apply to financial statements filed as a part of, or incorporated by reference in, applica

tions for registration filed pursuant to this rule.

(f) Notwithstanding any rule or regulation of the Commission to the contrary, the exhibits required by this form to be physically filed with the exchange may be in photocopy form.

(Amended para. (e) eff. Feb. 7, 1964, Release 34-7229.) Rule 12b-36. Use of Financial Statements Filed Under Other Acts

Where copies of certified financial statements filed under other Acts administered by the Com

mission are filed with a statement or report, the accountant's certificate shall be manually signed or manually-signed copies of the certificate shal be filed with the financial statements. Where such financial statements are incorporated by reference in a statement or report, the written consent of the accountant to such incorporation by reference shall be filed with the statement or report. Such consent shall be dated and signed manually.

(Amended Feb. 5, eff. Mar. 8, 1965, Release 34-7525.

Rule 12d1-1. Registration Effective as to Class or Series

(a) An application filed pursuant to section 12 (b) and (c) of the Act for registration of a security on a national securities exchange shall be deemed to apply for registration of the entire class of such security. Registration shall become effective, as provided in section 12(d) of the Act, (1) as to the shares or amounts of such class then issued, and (2), without further application for registration, upon issuance as to additional shares or amounts of such class then or thereafter authorized.

(b) This rule shall apply to classes of securities of which a specified number of shares or amounts was registered or registered upon notice of issuance, and to applications for registration filed, prior to the close of business on January 28, 1954, as well as to classes registered, or applications filed, thereafter.

(c) This rule shall not affect the right of a national securities exchange to require the issuer of a registered security to file documents with or pay fees to the exchange in connection with the modification of such security or the issuance of additional shares or amounts.

(d) If a class of security is issuable in two or more series with different terms, each such series shall be deemed a separate class for the purposes of this regulation.

Rule 12d1-2. Acceleration of Effectiveness of Registration

A request for acceleration of the effective date of registration pursuant to section 12(d) of the Act and Rule 12d1-1 shall be made in writing by either the registrant, the exchange, or both and shall briefly describe the reasons therefor.

Rule 12d1-3. Requirements as to Certification

(a) Certification that a security has been approved by an exchange for listing and registration pursuant to section 12(d) of the Act and Rule 12d1-1 shall be made by the governing committee or other corresponding authority of the exchange.

(b) The certification shall specify (1) the approval of the exchange for listing and registration; (2) the title of the security so approved: (3) the date of filing with the exchange of the application for registration and of any amendments thereto; and (4) any conditions imposed such certification. The exchange shall promptly notify the Commission of the partial or complete satisfaction of any such conditions.

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(c) The certification may be made by telegram but in such case shall be confirmed in writing. All certifications in writing and all amendments thereto shall be filed with the Commission in duplicate and at least one copy shall be manually signed by the appropriate exchange authority. Rule 12d1-4. Date of Receipt of Certification by Commission

The date of receipt by the Commission of the certification approving a security for listing and registration shall be the date on which the certifi cation is actually received by the Commission or the date on which the application for registration to which the certification relates is actually received by the Commission, whichever date is later. Rule 12d1-5. Operation of Certification on Subsequent Amendments

If an amendment to the application for registra tion of a security is filed with the exchange and with the Commission after the receipt by the Com

mission of the certification of the exchange approving the security for listing and registration, the certification, unless withdrawn, shall be deemed made with reference to the application as amended.

SUSPENSION

Rule 12d2-1. Suspension of Trading

A national securities exchange may suspend from trading a security listed and registered thereon in accordance with its rules. Such exchange shall promptly notify the Commission of any such suspension, the effective date thereof and the reasons therefor.

Any such suspension may be continued until such time as it shall appear to the Commission that such suspension is designed to evade the provisions of section 12(d) and the rules and regulations thereunder relating to the withdrawal and striking of a security from listing and registration. During the continuance of such suspension the exchange shall notify the Commission promptly of any change in the reasons for the suspension. Upon the restoration to trading of any security suspended under this rule, the exchange shall notify the Commission promptly of the effective date thereof.

Suspension of trading shall not terminate the registration of any security.

Rule 12d2-2. Removal From Listing and Registration

(a) A national securities exchange shall file with the Commission an application on Form 25 to strike a security from listing and registration thereon within a reasonable time after the exchange is reliably informed that any of the following conditions exist with respect to such a security:

(1) The entire class of the security has been called for redemption, maturity or retirement; appropriate notice thereof has been given; funds sufficient for the payment of all such securities have been deposited with an agency authorized to make such payments; and such funds have been made available to security holders.

(2) The entire class of the security has been redeemed or paid at maturity or retirement.

(3) The instruments representing the securities comprising the entire class have come to evidence, by operation of law or otherwise, other securities in substitution therefor and represent no other right, except, if such be the fact, the right to re

Rule 12d1-6. Withdrawal of Certification

An exchange may, by notice to the Commission, withdraw its certification prior to the time that the registration to which it relates first becomes effective pursuant to Rule 12d1-1.

OF TRADING

ceive an immediate cash payment (the right of dissenters to receive the appraised or fair value of their holdings shall not prevent the application of this provision).

(4) All rights pertaining to the entire class of the security have been extinguished: Provided, however, That where such an event occurs as the result of an order of a court or other governmental authority, the order shall be final, all applicable appeal periods shall have expired, and no appeals shall be pending.

Effective date: Such an application shall be deemed to be granted and shall become effective at the opening of business on such date as the exchange shall specify in said application, but not less than 10 days following the date on which said application is filed with the Commission: Provided, however, That in the event removal is being effected under paragraph (a) (3) and the exchange has admitted or intends to admit a successor security to trading under the temporary exemption provided for by Rule 12a-5, such date shall not be earlier than the date on which the successor security is removed from its exempt status.

(b) A national securities exchange may strike a security from listing and registration thereon if (1) trading in such security has been terminated pursuant to a rule of such exchange requiring such termination whenever the security is admitted to trading on another exchange; and (2) listing and registration of such security has become effective on such other exchange.

A national securities exchange which has stricken a security from listing and registration under the provisions of this paragraph shall send written notice of such action to the Commission within 3 days from the date thereof.

(c) In cases not provided for in paragraph (a) or (b) of this rule, a national securities exchange may file an application to strike a security from listing and registration, in accordance with its rules, on a date specified in the application, which date shall be not less than 10 days after it is filed with the Commission. The Commission

will enter an order granting such application on the date specified in the application unless the Commission, by written notice to the exchange, postpones the effective date for a period of not more than 60 days thereafter: Provided, however, That the Commission, by written notice to the exchange on or before the effective date, may order a hearing to determine whether the application to strike the security from listing and registration has been made in accordance with the rules of the exchange, or what terms should be imposed by the Commission for the protection of investors.

(d) The issuer of a security listed and registered on a national securities exchange may file an application to withdraw such security from listing and registration on such exchange in accordance with the rules of such exchange. Notice of the filing of such an application shall be published by the Commission in the Federal Register, and such notice shall provide that any interested person may, on or before a date specified, submit to the Commission in writing, all facts bearing upon whether the application to withdraw the security from listing and registration has been made in accordance with the rules of the exchange and what terms should be imposed by the Commission for the protection of investors. An order disposing of the matter will be issued by the Commission on the basis of the application and any other information furnished to the Commission unless prior thereto the Commission orders a hearing on the matter.

(e) An application by an issuer or by a national securities exchange to withdraw or strike a security from listing and registration pursuant to the provisions of paragraph (c) or (d) of this rule shall comply with the following requirements:

UNLISTED

Rule 12f-1. Applications for Permission to Extended Unlisted Trading Privileges

An application may be made to the Commission by any national securities exchange for the extension of unlisted trading privileges to any security, pursuant to section 12(f). One copy of such application, executed by a duly authorized officer of the exchange, shall be filed and shall set forth— (1) Name of issuer;

(2) Title of security;

(3) Information as to the public distribution of such security in the vicinity of such exchange,

(i) The application shall be filed in triplicate, the original of which shall be dated and signed by an authorized official of the exchange, or of the issuer, as the case may be.

(i) If the applicant is the exchange it shall promptly deliver a copy of the application to the issuer and if the applicant is the issuer it shall promptly deliver a copy of the application to the exchange.

(i) The application shall set forth a description of the security involved together with a statement of all material facts relating to the reasons for filing such application for withdrawal or striking from listing and registration.

(iv) The application shall set forth the steps taken by the applicant to comply with the rules of the exchange governing the delisting of securities.

(f) If within 30 days after the publication of any rule or regulation which substantially alters or adds to the obligations, or detracts from the rights, of an issuer of a security registered pursuant to application under section 12(b) or (c), or of its officers, directors, or security holders, or of persons soliciting or giving any proxy or consent or authorization with respect to such security, the issuer shall file with the Commission a request that such registration shall expire and shall accompany such request with a written explanation of the reasons why the publication of such rule or regulation leads the issuer to make such request, such registration shall expire immediately upon receipt of such request or immediately before such rule or regulation becomes effective, whichever date is later. The absence of an express reservation, in an application for registration, of the rights herein granted shall not be deemed a waiver thereof.

TRADING

and the geographical area which is deemed to constitute such vicinity, stating the source of such information;

(4) Information as to the volume of public trading in such security in the vicinity of such exchange during the 3 calendar months immediately preceding the date of such application, stating the source of such information; and

(5) Any other information which is deemed pertinent to the question of whether the continuation or extension of unlisted trading privileges in such security is necessary or appropriate in the public interest or for the protection of investors.

Rule 12f-2. Changes in Securities Admitted to

Unlisted Trading Privileges

(a) (1) Whenever any change occurs with respect to a security admitted to unlisted trading privileges on a national securities exchange and also listed and registered on any other national securities exchange, such security shall be deemed to be the security theretofore admitted to unlisted trading privileges if, notwithstanding such change, a new application for registration pursuant to Regulations 12B and 12D1 is not required in order that such security may continue to be listed and registered on such other national securities exchange.

(a) (2) Unless the changes enumerated in clause (A), (B) or (C) hereof are accompanied by a major change in the capitalization of the issuer, as defined in subparagraph (a) (3) hereof, a security admitted to unlisted trading privileges on a national securities exchange and not listed and registered on any other national securities exchange shall be deemed to be the security theretofore admitted to such unlisted trading privileges on such exchange although changed in one or more of the following respects:

(A) Title of such security or the name of the issuer;

(B) The maturity, interest rate and/or outstanding aggregate principal amount of an issue of bonds, debentures or notes;

(C) The par value, dividend rate, number of shares authorized and/or the outstanding number of shares of a stock.

Whenever any change enumerated in clause (A), (B) or (C) occurs with respect to a security admitted to unlisted trading privileges on a national securities exchange and not listed or registered on any other national securities exchange, the exchange shall notify the Commission of such change by filing Form 27 with the Commission promptly after learning thereof unless an application is filed by such exchange pursuant to paragraph (b) of this rule.

(a) (3) A major change in the capitalization of the issuer shall be deemed to have occurred for purposes of this paragraph (a) if, by reason of one or more mergers, consolidations, acquisitions of assets or securities, or similar transactions (not including a sale of securities for cash, a stock dividend, or a stock split), the number of outstanding shares of stock of the issuer has been in

creased by more than 100 percent within any 12 consecutive calendar months.

(b) Whenever any change occurs with respect to a security admitted to unlisted trading privileges and, after such change, such security is not deemed to be the same security under the provisions of paragraph (a) of this rule, such security shall nevertheless be deemed to be the security theretofore admitted to unlisted trading privileges on such exchange if the Commission shall have determined, upon application by such exchange, that the security after such change is substantially equivalent to the security theretofore admitted to unlisted trading privileges. An application filed under this paragraph shall be executed by a duly authorized officer of the exchange and shall contain the following information.

(1) Name of issuer and title of security; and (2) A brief but comprehensive description of each change proposed to be effected in such security, together with a copy of all written matter submitted to security holders relating to each such change.

Rule 12f-3. Termination or Suspension of Unlisted Trading Privileges

(a) The issuer of any security for which unlisted trading privileges on any exchange have been continued or extended, or any broker or dealer who makes or creates a market for such security, or any other person having a bona fide interest in the question of termination or suspension of such unlisted trading privileges, may make application to the Commission for the termination or suspension of such unlisted trading privileges. One duly executed copy of such application shall be filed, and it shall contain the following information:

(1) Name and address of applicant;

(2) A brief statement of the applicant's interest in the question of termination or suspension of such unlisted trading privileges;

(3) Title of security; (4) Name of issuer;

(5) Amount of such security issued and out/standing (number of shares of stock or principal amount of bonds), stating source of information;

(6) Annual volume of public trading in such security (number of shares of stock or principal amount of bonds) on such exchange for each of the 3 calendar years immediately preceding the