SECURITIES EXEMPTED FROM

REGISTRATION

§ 240.12a-1. Temporary Exemption From Section 12 (a) of Certain Securities of Banks. (a) The following securities of banks shall be exempt from the operation of section 12 (a) to and including the one hundred and twentieth day after the adoption of a form specifically prescribed for such securities: (1) securities as to which temporary registration expired on June 30, 1935; (2) securities of the same issuer heretofore or hereafter issued in exchange for, or resulting from a modification of, any securities exempted from the operation of section 12 (a) of the Act by this section; and (3) additional shares of common stock, heretofore or hereafter issued, if common stock of the same issuer and of the same class is exempted from the operation of section 12 (a) by this section.

When a national securities exchange absorbs another such exchange on which a security is traded pursuant to the exemption provided by this section, the exemption shall continue in effect with respect to such security on the surviving exchange, provided that the surviving exchange promptly certifies to the Commission that it has approved the security for trading upon the application or consent of the issuer thereof.

(b) §§ 240.7c2-1 and 240.10b-1 shall be applicable to all securities exempted from the operation of section 12 (a) by this section.

§ 240.12a-2. Temporary Exemption From Section 12 (a) of Certain Securities Secured by Property Which, or a Leasehold Interest in Which, Is Owned by a Person Not the Original Issuer of Such Security-Prohibition of Use of Manipulative or Deceptive Devices or Contrivances With Respect Thereto.

(a) Any security which is secured by property which, or a leasehold interest in which, is now owned by a person who was not the original issuer of such security, shall be exempt from the operation of section 12 (a) to and including the respective dates indicated below, and for such longer period, if any, as would have been applicable under § 240.12a-1 or § 240.12a-3, if such security had been a security of such owner or lessee:

(A) If temporary registration of such security expired on June 30, 1935, such exemption shall continue to and including November 5, 1935, unless either of the following conditions is satisfied, in which event such exemption shall continue to and including April 30, 1936:

(1) An application for the registration of such security has been filed by the original issuer or by such owner or lessee.

(2) Such owner or lessee has filed with the exchange and with the Commission a statement conforming to the requirements of paragraph (b) of this section as the same existed prior to this amendment.

(B) If such security was listed on an exchange at the time a temporary exemption from registration was granted to such exchange, and shall have continued to be so listed until registration of such exchange became effective, such exemption shall continue to and including April 30, 1936.

If registration pursuant to section 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.

(b) Any security exempted by paragraph (a) of this section from the operation of section 12 (a) shall continue to be exempt from the operation of said section 12 (a), to the extent necessary to render lawful the effecting of transactions therein on any national securities exchange on which such security is now listed, until this section shall be revoked or modified, if on or before the twentieth day preceding the expiration of the exemption provided by said paragraph (a) the owner or lessee of the property securing the same shall file with such exchange, and with the Commission, a statement with respect to such security or, if such owner or lessee is personally liable upon such security, an application for the registration of such security, conforming to the following requirements. Such statement or application, as the case may be, shall be made upon the form appropriate for registration of securities of such owner or lessee, shall set forth the information required by such form, and shall contain the following additional statement with respect to such security: (1) That temporary registration of such security expired on June 30, 1935;

(2) That such security is secured by property which is owned or leased by such owner or lessee

and, if leased, a brief outline of the principal provisions of such lease, together with a copy of such lease as an exhibit;

(2) That the original issuer has either been dissolved or has no assets (other than nominal ante) except its interest, if any, in such property, and that such security has as its only means of service payments made by such owner or lessee; and

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

If any such statement or application does not contain the additional statement and exhibit required in items (1) to (4), inclusive, such additional statement and exhibit may be supplied in an amendment, pursuant to § 240.12b-3, filed on or before such twentieth 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 section.

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.

(e) 88240.72 1 and 240.10b-1 shall be applicable to all securities exempted from the operation of section 12 (a) by paragraph (a) or (b) of this section.

$240.12a-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 section; 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),

() As to any security exempted from the operation of section 19 (a) by paragraph (a) of this section, such exemption shall continue so long as

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

(i) Such issuer is in possession of a substantial portion of its assets pursuant to an order e tered under subdivision (c), clause (2) of said section 77 or subdivision (c), clause (1) of s section 77B,

and thereafter until the close of business on the tenth 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 hear ing to the exchange and to such issuer) finding the neither of the conditions specified in sub-paragraphs (i) and (ii) above exists: Provided, ho ever, 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 ac quiring knowledge of the fact that neither of such conditions any longer exists.

(c) §§ 240.7c2-1 and 240.10b-1 shall be applcable to all securities exempted from the operation of section 12 (a) by paragraph (a) of this section § 240.12a-4. Exemption of Certain Warrants From Section 12 (a).

(a) When used in this section, 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 e otherwise acquire another security, issued or unissued.

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

(3) The term "subject security” means a secu rity 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 mears. that (i) an application has been filed pursuant to section 12 (b) and (c) of the Act for the registra tion of such security on a national securities er

hange; or (ii) the Commission has granted an pplication made pursuant to section 12 (f) of he Act to continue or extend unlisted trading rivileges to such security on a national securities xchange; or (iii) written notice has been filed vith the Commission by a national securities exhange to the effect that such security has been pproved for admission to dealing as a security exmpted from the operation of section 12 (a) of the Act.

(b) Any issued or unissued warrant granted to he holders of a security admitted to dealing on a national securities exchange shall be exempt from he operation of section 12 (a) of the Act to the xtent necessary to render lawful the effecting of ransactions therein on any national securities exchange (i) on which beneficiary security is adnitted 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 shall notify the Commission of such action.

(c) Notwithstanding paragraph (b) above, no exemption pursuant to this section shall be available 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, an unissued warrant shall not be exempt pursuant to this section unless

(1) Formal or official announcement has been made by the issuer specifying (i) the terms upon which such warrant and each subject security is to be issued, (ii) the date, if any, as of which the security holders entitled to receive such warrant will be determined, (iii) the approximate date of the issuance of such warrant, and (iv) the approximate date of the issuance of each subject security; and

(2) The members of the exchange are subject to sections which provide that the performance of the contract to purchase and sell an unissued warrant shall be conditioned upon the issuance of such warrant.

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

(1) Any of the terms or conditions of this section have not been met with respect to such exemption; or

(2) At any time during the period of such exemption transactions have been effected on any such exchange in such warrant which (i) create or induce a false, misleading or artificial appearance of activity, (ii) unduly or improperly influence the market price, or (iii) make a price 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.

(f) If it appears necessary or appropriate in 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) § 240.10b-1 shall be applicable to any warrant exempted by this section.

§ 240.12a-5. Temporary Exemption of Substituted or Additional Securities.

(a) (1) Subject to the conditions of subparagraph (a) (2) of this section, whenever the holders of a security admitted to trading on a na

tional securities exchange (hereinafter called the original security) obtain the right, by operation of law or otherwise, to acquire all or any part of a class of another or substitute security of the same or another issuer, or an additional amount of the original security, then:

(A) all or any part of the class of such other or substituted security shall be temporarily exempted from the operation of section 12 (a) to the extent necessary to render lawful transactions therein on an issued or "when-issued" basis on any national securities exchange on which the original, the other or the substituted security is lawfully admitted to trading; and

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

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

(A) a registration statement is in effect under the 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;

(8) The close of business on the tenth 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 one hundred and twentieth 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 section, 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 section 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 Commis sion a notification on Form 26 promptly after tak ing action to admit any security to trading under this section; provided, however, that no notification need be filed under this section concerning the admission or proposed admission to trading of additional amounts of a class of security admitted to trading on such exchange.

(e) §§ 240.7c2-1 and 240.10b-1 shall be applicable to all securities exempted from the operation of section 12 (a) by this section.

REGULATION X-12B. APPLICATIONS

AND REPORTS

ARTICLE 1. GENERAL

$240.12b-1. Scope of Regulation.

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

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240.12b-2. Definitions.

Unless the context otherwise requires, the fol>wing terms, when used in the rules contained in is regulation or in Regulation 240.13a or 240.15d r in the forms for applications and reports puruant to section 12, 13, or 15 (d) of the Act, shall ave the respective meanings indicated in this ection:

Affiliate. An "affiliate" of, or a person "affilited" with, a specified person, is a person that irectly, or indirectly through one or more ntermediaries, controls, or is controlled by, or is nder common control with, the person specified. Amount. The term "amount," when used in egard to securities, means the principal amount f relating to evidences of indebtedness, the numer of shares if relating to shares, and the number ›f units if relating to any other kind of security. Associate. The term "associate" used to indiate a relationship with any person, means (1) any orporation or organization (other than the regisrant or a majority-owned subsidiary of the regisrant) of which such person is an officer or partner r is, directly or indirectly, the beneficial owner of 0 percent or more of any class of equity securities, (2) any trust or other estate in which such person as a substantial beneficial interest or as to which uch person serves as trustee or in a similar fiduciry capacity, and (3) any relative or spouse of such person, or any relative of such spouse, who

as 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 without 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 a 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 fifty 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 succession or in a series of related successions in each of which the acquiring person acquired 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, an application under section 12, a report under section 13 or 15 (d), a definitive proxy statement under section 14 of the Act, or a registration statement under the Securities Act of 1933; provided, that information contained in a report under section 15 (d) of the Act or in a registration statement under the Securities Act of 1933 shall be deemed to have been previously filed with, or reported to, an exchange only if such report or registration statement 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.