ession or in a series of related successions in each of which the acquiring person acquiring 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, a statement under section 12, a report under section 13 of 15 (d), a definitive proxy statement or information statement under section 14 of the Act, or a registration statement under the Securities Act of 1933: Provided, That information contained in any such document shall be deemed to have been previously filed with, or reported to, an exchange only if such document 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 of 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 a registration statement or report is to be filed.

Registration statement. The term "registration statement" or "statement," when used with reference to registration pursuant to section 12 of the Act, includes both an application for registration of securities on a national securities exchange pursuant to section 12 (b) of the Act and a

registration statement filed pursuant to section 12(g) of the Act.

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 subsidiary," "significant subsidiary," and "totally-held subsidiary.")

Succession. The term "succession" means the direct acquisition of the assets comprising a going business, whether by merger, consolidation, purchase, or other direct transfer. The term does not include the acquisition of control of a business unless followed by the direct acquisition of its assets. The term "succeed" and "successor" have meanings correlative to the foregoing.

Totally-held subsidiary. The term "totallyheld subsidiary" means a subsidiary (a) substantially all of whose outstanding securities are owned by its parent and/or the parent's other totally-held subsidiaries, and (b) which is not indebted to any person other than its parent and/or the parent's totally-held subsidiaries in an amount which is material in relation to the particular subsidiary, excepting indebtedness incurred in the ordinary course of business which is not over-due and which matures within 1 year from the date of its creation, whether evidenced by securities

or not.

Voting securities. The term "voting securities" 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 substantially all of whose outstanding voting securities are owned by its parent and/or the parent's other wholly-owned subsidiaries.

(Amended Feb. 5, eff. Mar. 8, 1965, Release 34–7525.) Rule 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 noncumulative; a brief indication of the preference, if any; and if convertible, 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 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 U.S. Government shall not be taken into consideration.

Rule 12b-6. When Securities Are Deemed To Be Registered

A class of securities with respect to which a registration statement has been filed pursuant to section 12 of the Act shall be deemed to be registered for the purposes of sections 13, 14, 15(d) and 16 of the Act and the rules and regulations thereunder only when such statement has become effective as provided in section 12, and securities of said class shall not be subject to sections 13, 14 and 16 of the Act until such statement has become effective as provided in section 12.

(Adopted Jan. 5, eff. Feb. 5, 1965, Release 34–7500.)

Rule 12b-10. Requirements as to Proper Form Every statement or report shall be on the form prescribed therefor by the Commission, as in effect on the date of filing. Any statement or report shall be deemed to be filed on the proper form unless objection to the form is made by the Commission within 30 days after the date of filing. (Amended Feb. 5, eff. Mar. 8, 1965, Release 34-7525.) Rule 12b-11. Number of Copies-SignaturesBinding

(a) Except as provided in a particular form, three complete copies of each statement or report, including exhibits and all other papers and documents filed as a part thereof, shall be filed with the Commission. At least one complete copy of each statement shall be filed with each exchange on which the securities covered thereby are to be

registered. At least one complete copy of each report under section 13 of the Act shall be filed with each exchange on which the registrant has securities registered.

(b) At least one copy of each statement 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 statement 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 statement or report.

(c) Each copy of a statement 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 statement or report shall be bound on the left side in such a manner as to leave the reading matter legible.

(Amended Feb. 5, eff. Mar. 8, 1965, Release 34-7525.) Rule 12b-12. Requirements as to Paper, Printing and Language

(a) Statements and reports shall be filed on good quality, unglazed, white paper approximately 82 x 11 inches or approximately 811⁄2 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 statement or report and, insofar as practicable, all papers and documents filed as a part thereof, shall be printed, lithographed, mimeographed, or typewritten. However, the statement or report or any portion thereof may be prepared by any similar process whch, 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 statements and reports shall be in roman type at least as large as 10-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 8-point modern type. All type shall be leaded at least 2 points.

(d) Statements and reports shall be in the English language. If any exhibit or other paper or document filed with a statement or report is in a foreign laguage, it shall be accompanied by a translation into the English language.

(Amended Feb. 5, eff. Mar. 8, 1965, Release 34-7525; amended para. (a) eff. Aug. 12, 1965, Release 34-7677.)

Rule 12b-13. Preparation of Statement or Report

The statement or report shall contain the numbers and captions of all items of the appropriate form, but the text of the items may be omitted provided the answers thereto are so prepared as to indicate to the reader the coverage of the items without the necessity of his referring to the text. of the items or instructions thereto. However, where any item requires information to be given in tabular form, it shall be given in substantially the tabular form specified in the item. All instructions, whether appearing under the items of the form or elsewhere therein, are to be omitted. Unless expressly provided otherwise, if any item is inapplicable or the answer thereto is in the negative, an appropriate statement to that effect shall be made.

(Amended Feb. 5, eff. Mar. 8, 1965, Release 34-7525.) Rule 12b-14. Riders-Inserts

Riders shall not be used. If the statement or report is typed on a printed form, and the space provided for the answer to any given item is insufficient, reference shall be made in such space to a full insert page or pages on which the item number and caption and the complete answer are given. (Amended Feb. 5, eff. Mar. 8, 1965, Release 34-7525.) Rule 12b-15. Amendments

All amendments shall be filed under cover of Form 8 and shall comply with all pertinent requirements applicable to statements and reports. Amendments shall be filed separately for each separate statement or report amended. Amendments to a statement may be filed either before or after registration becomes effective.

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

Rule 12b-20. Additional Information

In addition to the information expressly required to be included in a statement 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.

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

Rule 12b-21. Information Unknown or Not Available

Information required need be given only insofar as it is known or reasonably available to the registrant. If any required information is unknown and not reasonably available to the registrant, either because the obtaining thereof would involve unreasonable effort or expense, or because it rests

peculiarly within the knowledge of another person not affiliated with the registrant, the information may be omitted, subject to the following conditions.

(a) The registrant shall give such information on the subject as it possesses or can acquire without unreasonable effort or expense, together with the sources thereof.

(b) The registrant shall include a statement either showing that unreasonable effort or expense would be involved or indicating the absence of any affiliation with the person within whose knowledge the information rests and stating the result of a request made to such person for the information. Rule 12b-22. Disclaimer of Control

If the existence of control is open to reasonable doubt in any instance, the registrant may disclaim the existence of control and any admission thereof; in such case, however, the registrant shall state the material facts pertinent to the possible existence of control.

Rule 12b-23. Incorporation by Reference

(a) Matter contained in any part of a statement or report, other than exhibits, may be incorporated by reference in answer or partial answer to any item of the same statement or report. Matter contained in an exhibit may be so incorporated to the extent permitted in Rule 12b-24. A statement for registration of an additional class of securities of the registrant on the same exchange may incorporate by reference any item contained in any statement pursuant to which such prior registration is effective.

(b) Any financial statement filed with the Commission pursuant to any Act administered by the Commission may be incorporated by reference in a statement or report, filed with the Commission by the same or any other person, if it substantially conforms to the requirements of the form on which the statement or report is filed. Any financial statement filed with an exchange pursuant to the Act may be incorporated by reference in any statement or report filed with the exchange by the same or any other person, if it substantially conforms to the requirements of the form on which the statement or report is filed. If any financial state

ment filed with the Commission is incorporated by reference in copies of a statement 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 corre sponding financial statement required by the form on which the statement 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 statement or report where the information is required. Matter shall not be incorporated by reference in any case where such incorporation would render the statement or report incomplete, unclear or confusing.

(Amended paras. (a), (b) and (c) Feb. 5, eff. Mar. 8, 1965, Release 34-7525.)

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.

Rule 12b-30. Additional Exhibits

The registrant may file such exhibits as it may desire, in addition to those required by the appropriate form. Such exhibits shall be so marked as to indicate clearly the subject matters to which they refer.

Rule 12b-31. Omission of Substantially Identical Documents

In any case where two or more indentures, contracts, franchises, or other documents required to be filed as exhibits are substantially identical in all material respects except as to the parties thereto, the dates of execution, or other details, the registrant need file a copy of only one of such documents, with a schedule identifying the other documents omitted and setting forth the material details in which such documents differ from the document of which a copy is filed. The Commission may at any time in its discretion require the filing of copies of any document so omitted.

Rule 12b-32. Incorporation of Exhibits by Reference

(a) Any document or part thereof filed with the Commission pursuant to any Act administered by the Commission may, subject to Rule 24 of the Commission's Rules of Practice, be incorporated by reference as an exhibit to any statement or re

port filed with the Commission by the same or any other person. Any document or part thereof filed with an exchange pursuant to the Act may be incorporated by reference as an exhibit to any statement or report filed with the exchange by the same or any other person.

(b) If any modification has occurred in the text of any document incorporated by reference since the filing thereof, the registrant shall file with the reference a statement containing the text of any such modification and the date thereof.

(Amended para. (a) Feb. 7, 1964, Release 34-7229; further amended Feb. 5, eff. Mar. 8, 1965, Release 34-7525.) Rule 12b-33. Annual Reports to Other Federal Agencies

Notwithstanding any rule or other requirement to the contrary, whenever copies of an annual report by a registrant to any other Federal agency are required or permitted to be filed as an exhibit to an application or report filed by such registrant with the Commission or with a securities exchange, only one copy of such annual report need be filed with the Commission and one copy thereof with each such exchange, provided appropriate reference to such copy is made in each copy of the application or report filed with the Commission or with such exchange.

Rule 12b-35. (Rescinded Sept. 15, eff. Oct. 30, 1969, Release 34-8685.)

Rule 12b-36. Use of Financial Statements Filed Under Other Acts

Where copies of certified financial statements filed under other Acts administered by the Commission are filed with a statement or report, the accountant's certificate shall be manually signed

or manually-signed copies of the certificate shall 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.)