rity from listing and registration pursuant to the provisions of paragraph (c) or (d) of this rule shall comply with the following requirements:

(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.

(ii) 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.

(iii) 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.

(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.

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(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 increased by more than 100% 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 thereto

fore 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 outstanding (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 three calendar years immediately preceding the date of such application, and monthly volume of trading in such security for each of the twelve calendar months immediately preceding the date of such application;

(7) Price range on such exchange for each of the twelve calendar months immediately preceding the date of such application; and

(8) A brief statement of the information in the applicant's possession, and the sources thereof, with respect to (a) the extent of public distribution of such security in the vicinity of such ex

change and the geographical area which is deemed to constitute such vicinity, (b) the extent of public trading in such security on such exchange, and (c) the character of trading in such security on such exchange.

(b) Unlisted trading privileges in any security on any national securities exchange may be suspended or terminated by such exchange in accordance with its rules. Such exchange shall promptly file Form 28 to notify the Commission of any such suspension or termination.

Rule 12f-4. Exemption of Securities Admitted to Unlisted Trading Privileges From Sections 13, 14, and 16.

(a) Any security for which unlisted trading privileges on any national securities exchange have been continued or extended pursuant to section 12 (f), the issuer of which has no security registered as a listed security on such exchange, shall be exempt from the operation of section 13 with respect to the filing of information, documents, and reports by the issuer thereof with such exchange, and, unless the issuer also has a security registered as a listed security on any other national securities exchange, with respect to such filing with the Commission.

(b) Any security for which unlisted trading privileges on any national securities exchange have been continued or extended pursuant to section 12 (f) shall be exempt from the operation of section 14 unless such security is also registered as a listed security on any other national securities exchange.

(c) (1) Any security for which unlisted trading privileges on any national securities exchange have been continued or extended pursuant to section 12 (f) (1) or (3), the issuer of which has no equity security registered as a listed security on any national securities exchange, shall be exempt from the operation of section 16.

(2) Any security for which unlisted trading privileges on any national securities exchange have been continued or extended pursuant to section 12 (f) (1) or (3), the issuer of which has an equity security registered as a listed security on any national securities exchange, shall be exempt from the operation of section 16 insofar as the provisions of that section would otherwise apply to any person who is directly or indirectly the beneficial

owner of more than 10 percent of such unlisted security: Provided, That such person is neither a director or officer of the issuer thereof nor directly or indirectly the beneficial owner of more than 10 percent of any class of any equity security of such issuer which is registered as a listed security.

Rule 12f-5. Differentiation on Ticker Between Transactions in Listed and Unlisted Securities.

Every national securities exchange and every person directly or indirectly controlled by such exchange, in the publication or making available for publication by ticker of quotations or transactions in securities made or effected upon such exchange, shall differentiate between quotations or transactions in listed securities and quotations or transactions in securities for which unlisted trading privileges on such exchange have been continued or extended, by either adding the letter "L" to the report of each quotation or transaction in such listed securities, or by adding the letter "U" to the report of each quotation or transaction in such securities for which unlisted trading privileges have been continued or extended on such exchange.

Rule 12f-6. Continuance of Unlisted Trading Privileges on Merged Exchanges.

(a) Subject to section 12 (f), as amended, and the rules and regulations thereunder, a national securities exchange which has absorbed another exchange may, without further order of the Commission, continue unlisted trading privileges (1) in any security which was admitted to such privileges on the absorbed exchange pursuant to clause (1) of section 12 (f), and (2) in any security which was admitted to such privileges on the absorbed exchange pursuant to clause (2) or (3) of section 12 (f) if the vicinity of the surviving exchange includes the vicinity of the absorbed exchange.

(b) For the purpose of this rule the vicinity of the surviving exchange shall include the vicinity of an absorbed exchange if the vicinities of the absorbed and surviving exchanges are located within a single geographic division or adjoining geographic divisions of the United States as classified by the United States Bureau of the Census.

Rule 13a-10. Interim Reports.

(a) Every issuer which changes its fiscal closing date after the last fiscal year for which financial statements were filed in its application for registration shall file a report covering the resulting interim period not more than 120 days after the close of the interim period or after the date of the determination to change the fiscal closing date, whichever is later.

(b) Every issuer having securities registered pursuant to an application on Form 8-B shall file an interim report for the period, if any, between the close of the fiscal year covered by the last annual report of its predecessor or predecessors and the beginning of the first fiscal year of the registrant subsequent to the succession. The report shall be filed within 120 days after the close of the period. It shall include information regarding the predecessor or predecessors from the close of the most recent fiscal year prior to the succession as if such predecessor or predecessors were the registrant. The financial statements filed with the report shall give effect to the operations of, and transactions by the predecessor or predecessors during the period as if they were the registrant. A statement that effect has been given to such operations and transactions shall be made in a note or otherwise. Separate financial statements for the predecessor or predecessors need not be filed.

(c) A report pursuant to this rule shall be filed on the form appropriate for annual reports of the issuer and shall clearly indicate the period covered. If the report covers an interim period of less than 6 months, the financial statements filed therewith need not be certified but, if they are not certified, the issuer shall file with its next annual report certified financial statements covering the interim period.

(d) Notwithstanding the foregoing, a separate report need not be filed for any period of less than 3 months if the annual report of the issuer or predecessor for the preceding fiscal year or the annual report of the issuer for the succeeding fiscal year covers the interim period as well as the fiscal year. In such case balance sheets need be furnished only as of the close of the entire period but all other financial statements, including balance sheet schedules, shall be filed separately for both periods.

Rule 13a-11. Current Reports on Form 8-K.

(a) Except as provided in paragraph (b), every registrant subject to Rule 13a-1 shall file a current report on Form 8-K within ten days after the close of any month during which any of the events specified in that form occurs, unless substantially the same information as that required by Form 8-K has been previously reported by the regis

trant.

(b) This section shall not apply to issuers having securities registered on a national securities exchange pursuant to an application on Form 18, 19, 20 or 21, or to investment companies required to file quarterly reports pursuant to Rule 13a-12. Rule 13a-12. Quarterly Reports of Investment Companies.

Every investment company registered under the Investment Company Act of 1940 which has securities listed and registered on a national securities exchange and for which a quarterly report form is prescribed shall file a quarterly report, on the appropriate form prescribed therefor, for each fiscal quarter for which it is required to file a quarterly report pursuant to section 30 (b) (1) of the Investment Company Act of 1940.

Rule 13a-13. Semi-Annual Reports on Form 9-K.

(a) Every issuer of a security registered on a national securities exchange which is required to file annual reports on Form 10-K or Form U5S, or which is required to file a report on one of such forms as Part II of Form 16-K or Form 19-K, shall file a semi-annual report on Form 9-K for the first half of each fiscal year ending after the close of the latest fiscal year for which financial statements of such issuer were filed in an application for registration of securities on a national securities exchange, provided, however, that no such report need be filed for any semi-annual period ending prior to June 30, 1955.

(b) Such reports on Form 9-K shall be filed not more than 45 days after the end of the sixmonth period for which they are filed. However, the report for any period ending prior to the date on which a class of securities of the issuer first becomes effectively registered on a national securi