(d) Offers to purchase securities pursuant to a statutory procedure for the purchase of dissenting shareholders' securities.

(e) The furnishing of information and advice regarding a tender offer to customers or clients by attorneys, banks, brokers, fiduciaries or investment advisers, who are not otherwise participating in the tender offer or solicitation, on the unsolicited request of a person or pursuant to a general contract for advice to the person to whom the information or advice is given.

(f) A communication from an issuer to its security holders which does no more than (1) identify a tender offer or request or invitation for tenders made by another person, (2) state that the management of the issuer is studying the matter and will, on or before a specified date (which shall be not later than 10 days prior to the date specified in the offer, request or invitation, as the last date on which tenders will be accepted, or such shorter period as the Commission may authorize) advise security holders as to the management's recommendation to accept or reject the offer, request or invitation, and (3) request security holders to defer making a determination as to whether or not they should accept or reject the offer, request or invitation until they have received the management's recommendation with respect thereto.

(g) Offers to purchase securities in transactions exempt from registration under the Securities Act of 1933 pursuant to section 3 (a) (10) thereof.

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

Rule 14d-4. Filing of Schedule 14d

(a) No solicitation or recommendation to the holders of a security to accept or reject a tender offer or request or invitation for tenders subject to section 14(d) of the Act shall be made unless, at the time copies of the solicitation or recom

Item 1. Security and Issuer

mendation are first published or sent or given to holders of the security, the person making such solicitation or recommendation has filed with the Commission a statement containing the information specified by Schedule 14D: Provided, however, That this rule shall not apply to (1) a person required by Rule 14d-1 (a) to file a statement, or (2) a person, other than the issuer or the management of the issuer, who makes no written solicitations or recommendations other than solicitations or recommendations copies of which have been filed with the Commission pursuant to this rule of Rule 14d-1: And, provided further, That any person making a solicitation or recommendation to the holders of a security to accept or reject a tender offer or request or invitation for tenders which solicitation or recommendation commenced prior to July 30, 1968 shall, if such solicitation or recommendation continues after such date, file the statement required by this rule on or before August 12, 1968.

(b) If any material change occurs in the facts set forth in the statement required by paragraph (a) of this rule, the person who filed such statement shall promptly file with the Commission an amendment disclosing such change.

(c) Any written solicitation or recommendation to the holders of a security to accept or reject a tender offer or request or invitation for tenders subject to section 14(d) of the Act shall include the name of the person making such solicitation or recommendation and the information required by Items 1(b), 2(b) of Schedule 14D or a fair and adequate summary thereof: Provided, however, That such written solicitation or recommendation may omit any of such information previously furnished to the persons to whom the solicitation or recommendation is made.

(Adopted July 30, Release 34–8370, eff. July. 30, 1968.)

(a) State the title of the class of equity securities to which this statement relates and the name and address of the issuer of such securities.

(b) Identify the tender offer or request or invitation for tenders to which this statement relates and state the reasons for the solicitation or recommendation to security holders to accept or reject such tender offer, request, or invitation for tenders.

Item 2. Identity and Background

(a) State the name and business address of the person filing this statement.

(b) Describe any arrangement or understanding in regard to the solicitation with (i) the issuer or the management of the issuer or (ii) the maker of the tender offer or request or invitation for tender of securities of the class to which this statement relates.

Item 3. Persons Retained, Employed or To Be Compensated

Identify any person or class or persons employed, retained or to be compensated, by the person filing this Schedule 14D, or by any person on his behalf, to make solicitations or recommendations to security holders and describe briefly the terms of such employment, retainer or arrangement for compensation.

Item 4. Material To Be Filed as Exhibits

Copies of all solicitations or recommendations to accept or to reject a tender offer or request or invitation for tenders of the securities specified in Item 1 shall be filed as an exhibit.

Item 5. Additional Information To Be Furnished

(a) Furnish information as to all transactions in the class of securities to which this statement relates which were effected during the past 60 days by the issuer and its subsidiaries and their officers, directors and affiliated persons.

If the statement is signed on behalf of a person by an authorized representative, evidence of the representative's authority to sign on behalf of such person shall be filed with the statement.

(Adopted July 30, Release 34-8370, eff. July 30, 1968; added Item 5, Aug. 30, Release 34-8392, eff. Aug. 30, 1968.) Rule 14f-1. Change in Majority of Directors

If, pursuant to any arrangement or understanding with the person or persons acquiring securities in a transaction subject to section 13(d) or 14(d) of the Act, any persons are to be elected or designated as directors of the issuer, otherwise than at a meeting of security holders, and the persons so elected or designated will constitute a majority of the directors of the issuer, then, not less than 10 days prior to the date any such person take office as a director, or such shorter period prior to that date as the Commission may authorize upon a showing of good cause therefor, the issuer shall file with the Commission and transmit to all holders of record of securities of the issuer who would be entitled to vote at a meeting for election of directors, information substantially equivalent to the information which would be required by Items 5 (a), (d), (e), and (f), 6 and 7 of Schedule 14A of Regulation 14A to be transmitted if such person or persons were nominees for election as directors at a meeting of such security holders. Eight copies of such information shall be filed with the Commission.

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

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Rule 15a-1. Exemption of Individual Notes or Bonds Secured by Lien on Real Estate From Section 15(a)

Evidences of indebtedness secured by mortgage, deed or trust, or other lien upon real estate or upon leasehold interests therein where the entire mortgage, deed of trust, or other lien is transferred with the entire evidence of indebtedness are hereby exempted from the operation of section 15 (a) of the Securities Exchange Act of 1934, as amended. Rule 15a-2. Exemption of Certain Securities of Cooperative Apartment Houses From Section 15(a)

Shares of a corporation which represents ownership, or entitle the holders thereof to possession and occupancy, of specific apartment units in property owned by such corporations and organized

and operated on a cooperative basis are hereby exempted from the operation of section 15(a) of the Act, when such shares are sold by or through a real estate broker licensed under the laws of the political subdivision in which the property is located.

Rule 15a-3. Exemption of Specialist's Block Purchases and Sales

Securities registered or exempt from registration on a national securities exchange are hereby exempted from the operation of section 15(a) of the Act when they are bought or sold off the floor of such exchange in a block by a specialist registered in such security and the transaction involving such securities has been approved by such exchange pursuant to its rules to assist the specialist to maintain a fair and orderly market in such security on such exchange.

Rule 15b1-1. Application for Registration of Broker or Dealer

An application for registration of a broker or dealer, pursuant to section 15 (b), shall be filed on Form BD in accordance with the instructions contained therein.

(Formerly Rule 15b-1, renumbered. Release 34-7700, dated Sept. 10, eff. Sept. 24, 1965.)

Rule 15b1-2. Statement of Financial Condition To Be Filed With Application for Registration as a Broker or Dealer

(a) Every broker or dealer who files an application for registration on Form BD shall file with such application, in duplicate original, a statement of financial condition in such detail as will disclose the nature and amount of assets and liabilities and the net worth of such broker or dealer (securities of such broker or dealer or in which such broker or dealer has an interest shall be listed in a separate schedule and valued at the market) as of a date within 30 days of the date on

which such statement is filed. Attached to such

statement shall be an oath or affirmation that such statement is true and correct to the best knowledge and belief of the person making such oath or affirmation. The oath or affirmation shall be made before a person duly authorized to administer such oath or affirmation. If the broker or dealer is a sole proprietorship, the oath or affirmation shall be made by the proprietor; if a partnership, by a general partner; if a corporation, by a duly authorized officer.

(b) The schedule of securities furnished as a part of such statement of financial condition shall be deemed confidential if bound separately from the balance of such statement, except that it shall be available for official use by any official or employee of the United States or any State, by national securities exchanges and national securities associations of which the person filing such statement is a member, and by any other person to whom the Commission authorizes disclosure of such information as being in the public interest. Nothing contained in this paragraph shall be deemed to be in derogation of the rules of any

national securities association or national securities exchange which give to customers of a member, broker or dealer the right, upon request to such member, broker or dealer, to obtain information relative to his financial condition.

(c) The statement of financial condition required by this rule shall be deemed a part of such application for registration within the meaning of section 15(b) of the Act.

(Amended para. (c) Aug. 24, eff. Sept. 1, 1965, Release 34-7685. Formerly Rule 15b-8, renumbered, Release 347700, dated Sept. 10, eff. Sept. 24, 1965.)

Rule 15b1-3. Registration of Successor to Reg. istered Broker or Dealer

(a) In the event that a broker or dealer succeeds to and continues the business of another registered broker or dealer, the registration of the predecessor shall be deemed to remain effective as the registration of the successor for a period of 60 days after such seccession: Provided, That an application for registration on Form BD is filed by such successor within 30 days after such succession.

(b) A Form BD, filed by a broker or dealer partnership which is not registered when such form is filed and which succeeds to and continues the business of a predecessor partnership registered as a broker or dealer, shall be deemed to be an application for registration, even though designated as an amendment, if it is filed to reflect the changes in the partnership and to furnish required information concerning any new partners. (Formerly Rule 15b-4, renumbered, Release 34-7700, dated Sept. 10, eff. Sept. 24, 1965.)

Rule 15b1-4. Registration of Fiduciaries

The registration of a broker or dealer shall be deemed to be the registration of any executor, administrator, guardian, conservator, assignee for the benefit of creditors, receiver, trustee in insolvency or bankruptcy, or other fiduciary, appointed or qualified by order, judgment, or decree of a court of competent jurisdiction to continue the business of such registered broker or dealer: Provided, That such fiduciary files with the Commission, within 30 days after entering upon the performance of his duties, a statement setting forth as to such fiduciary substantially the information required by Form BD.

(Formerly Rule 15b-5, renumbered, Release 34-7700, dated Sept. 10, eff. Sept. 24, 1965.)

Rule 15b1-5. Consent to Service of Process To Be Furnished by Nonresident Brokers or Dealers and by Nonresident General Partners or Managing Agents of Brokers or Dealers

(a) Each nonresident broker or dealer registered or applying for registration pursuant to section 15 (b) of the Securities Exchange Act of 1934, each nonresident general partner of a broker or dealer partnership which is registered or applying for registration, and each nonresident managing agent of any other unincorporated broker or dealer which is registered or applying for registration, shall furnish to the Commission, in a form prescribed by or acceptable to it, a written irrevocable consent and power of attorney which (1) designates the Securities and Exchange Commission as an agent upon whom may be served any process, pleadings, or other papers in any civil suit or action brought in any appropriate court in any place subject to the jurisdiction of the United States, with respect to any cause of action (i) which accrues during the period beginning when such broker or dealer becomes registered pursuant to section 15 of the Securities Exchange Act of 1934 and the rules and regulations thereunder and ending either when such registration is canceled or revoked, or when the Commission receives from such broker or dealer a notice to withdraw from such registration, whichever is earlier, (ii) which arises out of any activity, in any place subject to the jurisdiction of the United States, occurring in connection with the conduct of business of a broker or dealer, and (iii) which is founded, directly or indirectly, upon the provisions of the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, the Investment Advisers Act of 1940, or any rule or regulation under any of said Acts; and (2) stipulates and agrees that any such civil suit or action may be commenced by the service of process upon the Commission and the forwarding of a copy thereof as provided in paragraph (c) of this rule, and that the service as aforesaid of any such process, pleadings, or other papers upon the Commission shall be taken and held in all courts to be as valid and binding as if due personal service thereof had been made.

(b) The required consent and power of attorney shall be furnished to the Commission within the following period of time:

(1) Each nonresident broker or dealer registered at the time this rule becomes effective, and each nonresident general partner or managing agent of an unincorporated broker or dealer registered at the time this rule becomes effective, shall furnish such consent and power of attorney within 60 days after such date;

(2) Each broker or dealer applying for registration after the effective date of this rule shall furnish, at the time of filing such application, all the consents and powers of attorney required to be furnished by such broker or dealer and by each general partner or managing agent thereof: Provided, however, That where an application for registration of a broker or dealer is pending at the time this rule becomes effective such consents and powers of attorney shall be furnished within 30 days after this rule becomes effective.

(3) Each broker or dealer registered or applying for registration who or which becomes a nonresident broker or dealer after the effective date of this rule, and each general partner or managing agent, of an unincorporated broker or dealer registered or applying for registration, who becomes a nonresident after the effective date of this rule, shall furnish such consent and power of attorney within 30 days thereafter.

(c) Service of any process, pleadings or other papers on the Commission under this rule shall be made by delivering the requisite number of copies thereof to the Secretary of the Commission or to such other person as the Commission may authorize to act in its behalf. Whenever any process, pleadings or other papers as aforesaid are served upon the Commission, it shall promptly forward a copy thereof by registered or certified mail to the appropriate defendants at their last address of record filed with the Commission. The Commission shall be furnished a sufficient number of copies for such purpose, and one copy for its file.

(d) For purposes of this rule the following definitions shall apply:

(1) The term "broker" shall have the meaning set out in section 3(a) (4) of the Securities Exchange Act of 1934.

(2) The term "dealer" shall have the meaning set out in section 3(a)(5) of the Securities Exchange Act of 1934.

(3) The term "managing agent" shall mean any person, including a trustee, who directs or manages or who participates in the directing or managing of the affairs of any unincorporated organization or association which is not a partnership.

(4) The term "nonresident broker or dealer" shall mean (A) in the case of an individual, one who resides in or has his principal place of business in any place not subject to the jurisdiction of the United States; (B) in the case of a corporation, one incorporated in or having its principal place of business in any place not subject to the jurisdiction of the United States; (C) in the case of a partnership or other unincorporated organization or association, one having its principal place of business in any place not subject to the jurisdiction of the United States.

(5) A general partner or managing agent of a broker or dealer shall be deemed to be a nonresident if he resides in any place not subject to the jurisdiction of the United States.

(Amended para. (c) eff. Dec. 4, 1964, Release 34–7478. Formerly Rule 15b-7, renumbered, Release 34–7700, dated Sept. 10, eff. Sept. 24, 1965.)

Rule 15b2-1. Adoption of Application Filed by Predecessor

Registration of a broker or dealer pursuant to an application filed on behalf of such broker or dealer by a predecessor shall terminate on the 45th day after the effective date thereof unless the successor shall adopt the application as its own by filing a statement adopting such application on or before such date. Any statement adopting such an application shall constitute a representation to the Commission that the information contained in such application, and in the supplements and amendments thereto, is true and correct.

(Formerly Rule 15b-3, renumbered, Release 34-7700, dated Sept. 10, eff. Sept. 24, 1965.)

Rule 15b3-1. Amendments to Applications

(a) Every broker or dealer whose registration is effective, or whose application for registration is pending on September 1, 1968, shall file as an amendment to the application a complete Form BD as revised as of September 1, 1968. This shall be filed the first time an amendment is required to be filed under paragraph (b) of this rule, but in no event later than December 31, 1968.

(b) If the information contained in any application for registration as a broker or dealer, or