Rule 13a-1. Requirement of Annual Reports Every issuer having securities registered pursuant to section 12 of the Act shall file an annual report for each fiscal year after the last full fiscal year for which financial statements were filed in its registration statement. Registrants on Form 8-B shall file an annual report for each fiscal year beginning on or after the date as of which the succession occurred. The report shall be filed within 120 days after the close of the fiscal year or within such other period as may be specified in the appropriate form.

(Amended Feb. 5, eff. Mar. 8, 1965, Release 34-7525.) Rule 13a-2. Annual Reports of Predecessors

Every issuer having securities registered pursuant to section 12 of the Act on Form 8-B shall file an annual report pursuant to Rule 13a-1 for each of its predecessors which had securities registered pursuant to section 12 covering the last full fiscal year of the predecessor prior to the registrant's succession, unless such report has been filed by the predecessor. Such annual report shall contain the information that would be required if filed by the predecessor.

(Amended Feb. 5, eff. Mar. 8, 1965, Release 34-7525.) Rule 13a-3. Reports in Case of New Registration

(a) Notwithstanding Rule 13a-1, any registrant which has filed, within the period prescribed for filing an annual report pursuant to that rule

(1) a registration statement under the Securities Act of 1933 which has become effective and is not subject to any proceeding under section 8 (d) of that Act or to an order entered thereunder, or

(2) a registration statement pursuant to section 12 of the Securities Exchange Act of 1934 which has become effective and is not subject to any proceeding under section 15 (c) (4) or 19 (a) (2) of that Act or to an order thereunder, may file as its annual report pursuant to Rule 13a-1 copies of the regis

tration statement in lieu of an annual report on the appropriate annual report form if the statement covers the fiscal period that would be covered by a report on the appropriate annual report form and contains all of the information, including financial statements and exhibits, required by the appropriate annual report form.

(b) The report shall be filed under cover of the facing sheet of the appropriate annual report form and shall be signed in accordance with the requirements of that form. The following statement shall appear on the facing sheet of the annual report or on the page immediately following the facing sheet:

"THIS ANNUAL REPORT, FILED PURSUANT TO RULE 13a-3, CONSISTS OF THE INFORMATION AND DOCUMENTS CONTAINED IN THE REGISTRATION STATEMENT ON FORM FILED BY THE REGISTRANT ON 19., AS AMENDED UNDER DATES OF

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(c) Any financial statements or exhibits included in the registration statement which are not required by the appropriate annual report form may be omitted.

(d) If any registration statement included in the annual report incorporates by reference any financial statements or exhibits required by the appropriate annual report form which are on file with the Commission but are not on file with any exchange with which the annual report is to be filed, the copies of the annual report filed with such exchange shall include copies of such financial statements or exhibits.

(e) Copies of the report filed with the Commission may incorporate the registration statement by reference. If a report consists of a registration statement filed pursuant to section 12(b) of the Act, copies of the report filed with an exchange with which the statement was filed may incorporate the statement by reference.

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

Rule 13a-4. Incorporation of Information Contained in a Prospectus

Any registrant which has filed with the Commission pursuant to Rule 424 under the Securities Act of 1933 copies of a prospectus meeting the requirements of section 10 of that Act after the

Rule 13a-10. Interim Reports

effective date of the registration statement may incorporate in its annual report pursuant to Rule 13a-1 any information, including financial statements, contained in the prospectus, provided a copy of the prospectus is filed as an exhibit to the annual report.

(a) Every issuer which changes its fiscal closing date after the last fiscal year for which financial statements were filed in its registration statement pursuant to section 12 of the Act 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 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.

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

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 10 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 rule shall not apply to foreign governments, foreign private issuers required to make reports on Form 6-K pursuant to Rule 13a-16, issuers of American Depositary Receipts for securities of any foreign issuer, or investment companies required to file quarterly reports pursuant to Rule 13a-12.

(Amended para. (b), April 28, 1967, Release 34-8066, eff. May 31. 1967.)

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 quarter for which it is required to file a quarterly report pursuant to section 30 (b) (1) of the Investment Company Act of 1940.

(Amended Dec. 6, 1967, Release 34-8201, eff. Dec. 31,

1967.)

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

(a) Every issuer of a security registered pursuant to section 12 of the Act 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 a registration statement pursuant to section 12.

(b) Such reports on Form 9-K shall be filed not more than 45 days after the end of the 6-month 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 pursuant to section 12 may be filed not more than 45 days after the effective date of such registration.

(c) Notwithstanding paragraph (a) of this rule, semi-annual reports on Form 9-K shall not be required to be filed by the following types of issuers:

(1) banks and bank holding companies; (2) investment companies;

(3) insurance companies, other than title insur

ance;

(4) public utilities and common carriers which file financial reports with the Federal Power Commission, Federal Communications Commission or the Interstate Commerce Commission;

(5) companies engaged in the seasonal production and seasonal sale of a single-crop agricultural commodity;

(6) companies in the promotional or development stage to which paragraph (b) or (c) of Rule 5A-01 of Article 5A of Regulation S-X is applicable;

(7) foreign issuers other than private issuers domiciled in a North American country or Cuba. (d) Notwithstanding the foregoing paragraphs of this rule, reports pursuant to this rule on Form 9-K shall not be deemed to be "filed" for the purpose of section 18 of the Act or otherwise subject to the liabilities of that section, but shall be subject to all other provisions of the Act.

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

Rule 13a-15. Quarterly Reports of Certain Real Estate Companies

(a) Except as provided in paragraph (b) every issuer of a security registered pursuant to section 12 of the Act (i) which is a real estate investment

trust, as defined in section 856 of the Internal Revenue Code, or (ii) a substantial portion of whose business is that of acquiring and holding for investment real estate or interests in real estate or interests in other issuers a substantial portion of whose business is that of acquiring and holding real estate or interests in real estate for investment, shall file a report on Form 7-K for each fiscal quarter ending on or after the date on which a class of securities of the issuer first becomes so registered. Such reports shall be filed not more than 60 days after the end of the fiscal quarter for which they are filed, except that the report for the last quarter of the fiscal year shall be filed not more than 120 days after the close of the fiscal

year.

(b) Notwithstanding paragraph (a), no report need be filed pursuant to this rule with respect to(1) any investment company registered under the Investment Company Act of 1940;

(2) any partnership all of whose properties are under long-term net lease to other persons; or

(3) any issuer which during the fiscal quarter covered by the report has not made any cash distribution to shareholders from any source other than current or retained earnings, unless such issuer is a real estate investment trust or as a matter of policy or practice makes cash distributions to shareholders from any source other than current or retained earnings.

(c) Notwithstanding Rule 13a-13, any issuer which files quarterly reports pursuant to this rule for the first two fiscal quarters of any fiscal year need not file a semi-annual report on Form 9-K for the period covered by such quarterly reports.

(Amended Feb. 28, eff. Apr. 1, 1964, Release 34-7246; para. (a) further amended Feb. 5, eff. Mar. 8, 1965, Release 34-7525; para. (a) further amended eff. Apr. 14, 1965, Release 34-7576.)

Rule 13a-16. Reports of Foreign Private Issuers on Form 6-K

(a) Every foreign private issuer which has any class of securities registered pursuant to section 12 of the Act shall make reports on Form 6–K, except that this rule shall not apply to

(1) investment companies registered pursuant to the Investment Company Act of 1940; (2) North American or Cuban issuers (i) which have any class of securities registered pursuant to

section 12 of the Act on Form 10, or on Form 8-A, 8-B or 8-C in lieu of Form 10, or (ii) whose obligation to file reports pursuant to section 15(d) of the Act was suspended as a result of registration of a class of securities under section 12(g) of the Act, or (iii) whose registration of such securities under section 12(g) of the Act was required as a result of termination of the exemption provided by Rule 12g3-2(d); or

(3) issuers of American depositary receipts for securities of any foreign issuer.

(b) Such reports shall be transmitted promptly after the information required by Form 6-K is made public by the issuer, by the country of its domicile or under the laws of which it was incorporated or organized, or by a foreign securities exchange with which the issuer has filed the information.

(c) Reports furnished pursuant to this rule shall not be deemed to be "filed" with the Commission or otherwise subject to the liabilities of section 18 of the Act.

(Adopted Apr. 28, 1967, Release 34-8066, eff. May 31, 1967.)

Rule 13b-1. Carriers and Other Persons Subject to Federal Regulations

(a) If a person's methods of accounting are prescribed under any law of the United States or any rules and regulations thereunder, the requirements imposed by such law or rules and regulations shall supersede the requirements prescribed by the rules and regulations of the Commission with respect to the same subject matter, insofar as the latter are inconsistent with the former.

(b) Carriers reporting under section 20 of the Interstate Commerce Act, as amended, and carriers required by any other law of the United States to make reports of the same general character as those required under section 20, may file duplicate copies of the reports filed pursuant to such Acts in lieu of any reports, information or documents required by the rules and regulations of the Commission in regard to the same subject matter.

Rule 13d-1. Filing of Schedule 13D

Any person who, after acquiring directly or indirectly the beneficial ownership of any equity security of a class which is registered pursuant to section 12 of the Act, or any equity security issued by a closed-end investment company registered under the Investment Company Act of 1940, is directly or indirectly the beneficial owner of more than 10 per centum of such class shall, within 10 days after such acquisition, send to the issuer of the security at its principal executive office, by registered or certified mail, send to each exchange where the security is traded, and file with the Commission, a statement containing the information required by Schedule 13D. Eight copies of the statement shall be filed with the Commission.

(Adopted July 30, 1968, Release 34-8370, eff. July 30, 1968; amended, Aug. 30, 1968, Release 34-8392, eff. Aug. 30, 1968; amended Mar. 24, eff. Apr. 1, 1969, Release 34-8556.)

Rule 13d-2. Filing of Amendments

If any material change occurs in the facts set forth in the statement required by Rule 13d-1, the person who filed such statement shall promptly file with the Commission and send to the issuer and the exchange an amendment disclosing such change. Eight copies of each such amendment shall be filed with the Commission.

(Adopted July 30, 1968, Release 34-8370, eff. July 30, 1968; amended Mar. 24, eff. April 1, 1969, Release 34-8556.)

Rule 13d-3. Determination of Ownership of Specified Percentages of a Class of Equity Securities

In determining, for the purposes of section 13(d) or section 14(d), whether a person is directly or indirectly the beneficial owner of securi

ties of any class, such person shall be deemed to be the beneficial owner of securities of such class which such person has the right to acquire through the exercise of presently exercisable options, warrants or rights or through the conversion of presently convertible securities, or otherwise. The securities subject to such options, warrants, rights or conversion privileges held by a person shall be deemed to be outstanding for the purpose of computing the percentage of outstanding securities of the class owned by such person but shall not be deemed to be outstanding for the purpose of computing the percentage of the class owned by any other person.

Adopted Aug. 30, 1968, Release 34-8392, eff. Aug. 30, 1968.)

Rule 13d-4. Exemption of Acquisitions Pursuant to Pre-emptive Rights

An acquisition of securities of an issuer by a security holder who prior to such acquisition was the beneficial owner of more than 10 percent of the outstanding securities of the same class as those acquired shall be exempt from section 13 (d) of the Act if the following conditions are met:

(a) The acquisition is made pursuant to preemptive subscription rights in an offering made to all holders of securities of the class to which the pre-emptive subscription rights pertain;

(b) The purchaser does not, through the exercise of such pre-emptive subscription rights, acquire more than his or its pro rata share of the securities offered; and

(c) The acquisition is duly reported pursuant to section 16(a) of the Act and the rule and regulations thereunder.

(Adopted Jan. 31, eff. Jan. 31, 1969, Release 34-8510.)