ch form, and shall contain the following onal statement with respect to such security: That temporary registration of such secuspired on June 30, 1935;

That such security is secured by property n is owned or leased by such owner or lessee if leased, a brief outline of the principal prons of such lease, together with a copy of such as an exhibit;

3) That the original issuer has either been olved or has no assets (other than nominal ts) except its interest, if any, in such property, I that such security has as its only means of vice payments made by such owner or lessee; a

(4) Whether or not such owner or lessee is pernally liable upon such securities.

any such statement or application does not ontain the additional statement and exhibit reuired in Items (1) to (4), inclusive, such addiional statement and exhibit may be supplied in n amendment, pursuant to Rule 12b-15, filed on or before such 20th day. Any such security may be included in any application made by such owner or lessee for the registration of its own securities: Provided, That it is clearly indicated that the required additional statement is made for the purposes of this rule.

If registration pursuant to sections 12(b), (c), and (d) shall become effective as to any obligation evidenced by any such security, such exemption shall forthwith terminate as to such obligation.

(c) Rules 7c2-1 and 10b-1 shall be applicable to all securities exempted from the operation of section 12(a) by paragraph (a) or (b) of this rule.

Rule 12a-3. Temporary Exemption From Sec

tion 12(a) of Certain Securities of Issuers in Bankruptcy or Receivership or in Process of Reorganization-Prohibition of Use of Manipulative or Deceptive Devices or Contrivances With Respect Thereto

(a) The following securities shall be exempt from the operation of section 12 (a) for the period specified in paragraph (b) of this rule; securities as to which temporary registration expired on June 30, 1935, and which are securities of issuers which are, or at any time since June 30, 1935, were in bankruptcy or receivership or in the process of reorganization pursuant to section 77 or 77B of the Bankruptcy Act (other than securities for

which the filing of applications on Form 12-A is authorized).

(b) As to any security exempted from the operation of section 12 (a) by paragraph (a) of this rule, such exemption shall continue so long as

(i) A trustee or receiver appointed in bankruptcy or receivership proceedings or proceedings for reorganization pursuant to said section 77 or 77B has title to or possession of a substantial portion of the assets of the issuer of such security, or

(ii) Such issuer is in possession of a substantial portion of its assets pursuant to an order entered under subdivision (c), Clause (2) of said section 77 or subdivision (c), Clause (1) of said section 77B, and thereafter until the close of business on the 10th day following the dispatch, to the exchange on which such security is listed and to such issuer, of notice of the entry of an order (to be entered after appropriate notice and opportunity for hearing to the exchange and to such issuer) finding that neither of the conditions specified in subparagraphs (i) and (ii) above exists: Provided, however, That such exemption shall terminate in any event when registration pursuant to section 12(b), (c), and (d) becomes effective as to such security. The exchange on which any such security is listed shall advise the Commission promptly after acquiring knowledge of the fact that neither of such conditions any longer exists.

(c) Rules 7c2-1 and 10b-1 shall be applicable to all securities exempted from the operation of section 12(a) by paragraph (a) of this rule.

Rule 12a-4. Exemption of Certain Warrants From Section 12(a)

(a) When used in this rule, the following terms shall have the meaning indicated unless the context otherwise requires―

(1) The term "warrant" means any warrant or certificate evidencing a right to subscribe to or otherwise acquire another security, issued or unissued.

(2) The term "beneficiary security" means a security to the holders of which a warrant or right to subscribe to or otherwise acquire another security is granted.

(3) The term "subject security" means a security which is the subject of a warrant or right to subscribe to or otherwise acquire such security. (4) The term "in the process of admission to dealing," in respect of a specified security means

that (i) an application has been filed pursuant to section 12(b) and (c) of the Act for the registration of such security on a national securities exchange; or (ii) the Commission has granted an application made pursuant to section 12(f) of the Act to continue or extend unlisted trading privileges to such security on a national securities exchange; or (iii) written notice has been filed with the Commission by a national securities exchange to the effect that such security has been approved for admission to dealing as a security exempted from the operation of section 12 (a) of the Act.

(b) Any issued or unissued warrant granted to the holders of a security admitted to dealing on a national securities exchange shall be exempt from the operation of section 12(a) of the Act to the extent necessary to render lawful the effecting of transactions therein on any national securities exchange (i) on which beneficiary security is admitted to dealing or (ii) on which the subject security is admitted to dealing or is in the process of admission to dealing, subject to the following terms and conditions:

(1) Such warrant by its terms expires within 90 days after the issuance thereof;

(2) A registration statement under the Securities Act of 1933 is in effect as to such warrant and as to each subject security, or the applicable terms of any exemption from such registration have been met in respect to such warrant and each subject security; and,

(3) Within 5 days after the exchange has taken official action to admit such warrant to dealing, it nhall notify the Commission of such action.

(e) Notwithstanding paragraph (b) above, no exemption pursuant to this rule shall be availablo for transactions in any such warrant on any exchange on which the beneficiary security is admitted to dealing unless

(1) each subject security is admitted to dealing or is in process of admission to dealing on a national securities exchange, or,

(2) there is available from a registration statement and periodic reports or other data filed by the issuer of the subject security, pursuant to any act administered by the Commission, information substantially equivalent to that available with respect to a security listed and registered on a national securities exchange.

(d) Notwithstanding the foregoing L issued warrant shall not be exempt pass this rule unless

(1) Formal or official announcement 20 made by the issuer specifying (i) the term: which such warrant and each subject serr to be issued, (ii) the date, if any, as of the security holders entitled to receive st rant will be determined, (iii) the appri date of the issuance of such warrant, and cr approximate date of the issuance of each s security; and

(2) The members of the exchange are subje rules which provide that the performance contract to purchase and sell an unissued wi shall be conditioned upon the issuance of

warrant.

(e) The Commission may by order dezy revoke the exemption of a warrant under this r if, after appropriate notice and opportunity : hearing to the issuer of such warrant and to exchange or exchanges on which such warram : admitted to dealing as an exempted security, finds that

(1) Any of the terms or conditions of th rule have not been met with respect to such a emption; or

(2) At any time during the period of such er emption transactions have been effected on any such exchange in such warrant which (i) create or induce a false, misleading or artificial appear ance of activity, (ii) unduly or improperly influence the market price, or (iii) make a pris which does not reflect the true state of the market

or

(3) Any other facts exist which make such denial or revocation necessary or appropriate in the public interest or for the protection of investors.

in (f) If it appears necessary or appropriate the public interest or for the protection of investors, the Commission may summarily suspend the exemption of such warrant pending the determination by the Commission whether such exemption shall be denied or revoked.

(g) Rule 10b-1 shall be applicable to any warrant exempted by this rule.

Rule 12a-5. Temporary Exemption of Substituted or Additional Securities

(a) (1) Subject to the conditions of subparagraph (a) (2) of this rule, whenever the hold

a security admitted to trading on a nasecurities exchange (hereinafter called the il security) obtain the right, by operation 7 or otherwise, to acquire all or any part lass of another or substitute security of the or another issuer, or an additional amount › original security, then:

) all or any part of the class of such other bstituted security shall be temporarily exed from the operation of section 12(a) to xtent necessary to render lawful transactions ein on an issued or "when-issued" basis on any onal securities exchange on which the original, other or the substituted security is lawfully itted to trading; and

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

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

(A) a registration statement is in effect under he 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 10th 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 application for admission of the exempt security to unlisted trading privileges on the exchange;

(4) The close of business on the 120th 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 rule, unless prior thereto an application for registration of the exempt security or for admission of the exempt security to unlisted trading 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 rule 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 rule: Provided, however, That no notification need be filed under this rule concerning the admission or proposed admission to trading of additional amounts of a class of security admitted to trading on such exchange.

(e) Rules 7c2-1 and 10b-1 shall be applicable to all securities exempted from the operation of section 12(a) by this rule.

Rule 12b-1. Scope of Regulation

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

(Amended Feb. 5, eff. Mar. 8, 1965, Release 34-7525.) Rule 12b-2. Definitions

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

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 with out 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 $ 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 50 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 suc