(1) A pietration statement under the SecuriBow Act of 1968 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) An application for registration of securifive on an exchange which has become effective and la not subject, to any proceeding under section 19 (a) (9) of the Noemition Exchange Act of 1934 or to an under thereunder,

may Ale na its annual report pursuant to $940 the copies of the registration statement or application in lieu of an annual report on the appropriate annual report form if the statement.

application covers the final period that would be ivered by a report on the appropriate annual report form and contains all of the information, Including Buancial statements and exhibits, required by the appropriate annual report form.

(4) The report shall be filed under cover of the for tug shoot of the appropriate annual report form and shall be signed in accordance with the requirements of that form The following statement shall appwas on the facing sheet of the annual report on the page immediately following the

e) Any financial statements or extitiss cluded in the registration statement or apps tion which are not required by the appropriate annual report form may be omitted.

(d) If any registration statement included, the annual report incorporates by reference financial statements or exhibits required by t appropriate annual report form which are or 5 with the Commission but are not on file with t exchange, the copies of the annual report with the exchange shall include copies of s financial statements or exhibits.

(e) Copies of the report filed with the Comms sion may incorporate the registration stateme or application by reference. If a report corss: of an application, copies of the report filed with a : exchange with which the application was may incorporate the application by reference. § 240.13a-4. Incorporation of Information Co tained in a Prospectus.

Any registrant which has filed with the Cmission pursuant to § 230.424 under the Securitis Act of 1933 copies of a prospectus meeting the quirements of section 10 of that Act after effective date of the registration statement m incorporate in its annual report pursuant § 240.3a-1 any information, including financi statements, contained in the prospectus, provi a copy of the prospectus is filed as an exhibit the annual report.

ARTICLE 2. OTHER REPORTS $240.13a-10. Interim Reports.

(a) Every issuer which changes its fiscal cli date after the last fiscal year for which finan statements were filed in its application for reg: tration shall file a report covering the resul interim period not more than 120 days after ⠀ close of the interim period or after the date the determination to change the fiscal closing whichever is later.

(3) Every issuer having securities register pursuant to an application on Form 8-B shal

interim report for the period, if any, between e close of the fiscal year covered by the last anal report of its predecessor or predecessors and e beginning of the first fiscal year of the regisant subsequent to the succession. The report all be filed within 120 days after the close of the riod. It shall include information regarding predecessor or predecessors from the close of e most recent fiscal year prior to the succession if such predecessor or predecessors were the gistrant. The financial statements filed with the port shall give effect to the operations of, and nsactions by the predecessor or predecessors ring the period as if they were the registrant. statement that effect has been given to such options and transactions shall be made in a note otherwise. Separate financial statements for predecessor or predecessors need not be filed. (c) A report pursuant to this section shall be -d on the form appropriate for annual reports of issuer and shall clearly indicate the period ered. If the report covers an interim period of s than 6 months, the financial statements filed rewith need not be certified but, if they are not tified, the issuer shall file with its next annual ort certified financial statements covering the erim period.

d) Notwithstanding the foregoing, a separate ort need not be filed for any period of less than onths if the annual report of the issuer or preessor for the preceding fiscal year or the anl report of the issuer for the succeeding fiscal r covers the interim period as well as the fiscal

In such case balance sheets need be furhed only as of the close of the entire period but other financial statements, including balance et schedules, shall be filed separately for both iods.

10.13a-11. Current Reports on Form 8-K. 7) Except as provided in paragraph (b), every strant subject to § 240.13a-1 shall file a current ort on Form 8-K within ten days after the e of any month during which any of the events ified in that form occurs, unless substantially same information as that required by Form has been previously reported by the regis

t.

›) This section shall not apply to issuers havsecurities registered on a national securities

exchange pursuant to an application on Form 18, 19, 20 or 21, or to investment companies required to file quarterly reports pursuant to § 240.13a-12. § 240.13a-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 fiscal quarter for which it is required to file a quarterly report pursuant to section 30 (b) (1) of the Investment Company Act of 1940.

§ 240.13a-13. Semi-Annual Reports on Form 9-K,

(a) Every issuer of a security registered on a national securities exchange 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 an application for registration of securities on a national securities exchange, provided, however, that no such report need be filed for any semi-annual period ending prior to June 30, 1955.

(b) Such reports on Form 9-K shall be filed not more than 45 days after the end of the sixmonth 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 on a national securities exchange may be filed not more than 45 days after the effective date of such registration.

(c) Notwithstanding paragraph (a) of this section, 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 § 210.5a-01 of this chapter (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 section, reports pursuant to this section 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.

§ 240.13b-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.

REGULATION X-14. SOLICITATION OF PROXIES

§ 240.14a-1. Definitions.

Unless the context otherwise requires, all terms used in this regulation have the same meanings as in the Act or elsewhere in the General Rules and Regulations thereunder. In addition, the following definitions apply unless the context otherwise requires:

Associate. The term "associate" used to indicate a relationship with any person, means (1) any corporation or organization (other than the issuer

or a majority-owned subsidiary of the issuer which such person is an officer or partner or directly or indirectly, the beneficial owner of percent or more of any class of equity securitie (2) any trust or other estate in which such pers has a substantial beneficial interest or as to whi 1 such person serves as trustee or in a similar fidat ary capacity, and (3) any relative or spouse such person, or any relative of such spouse, w has the same home as such person or who is adj rector or officer of the issuer or any of its parte or subsidiaries.

Issuer. The term "issuer" means the issuer the securities in respect of which a proxy solicited.

Last fiscal year. The term "last fiscal ye of the issuer means the last fiscal year of the isse ending prior to the date of the meeting for whi proxies are to be solicited.

ere

Proxy. The term "proxy" includes proxy, consent or authorization within the mer ing of section 14 (a) of the Act. The consent authorization may take the form of failure to ject or to dissent.

Proxy statement. The term "proxy st ment" means the statement required by § 240.14(a), whether or not contained in a single docume Solicitation. The terms "solicit" and "solicita tion" include

(1) any request for a proxy whether or accompanied by or included in a form of pro (2) any request to execute or not to execute. to revoke, a proxy; or

(3) the furnishing of a form of proxy or cle communication to security holders under cir stances reasonably calculated to result in the curement, withholding or revocation of a pr

The terms do not apply, however, to the fur ing of a form of proxy to a security holder the unsolicited request of such security hol the performance by the issuer of acts required § 240.14a-7, or the performance by any person ministerial acts on behalf of a person solicit a proxy.

§ 240.14a-2. Solicitations to Which Rules App

The rules contained in this regulation apply every solicitation of a proxy with respect to sec ties listed and registered on a national securite

change, whether or not trading in such securies has been suspended, except the following:

(a) Any solicitation made otherwise than on half of the management of the issuer where the tal number of persons solicited is not more than

1.

(b) Any solicitation by a person in respect to curities carried in his name or in the name of s nominee (otherwise than as voting trustee) or ld in his custody, if such person—

(1) receives no commission or remuneration for ch solicitation, directly or indirectly, other than mbursement of reasonable expenses

(2) furnishes promptly to the person solicited copy of all soliciting material with respect to the ne subject matter or meeting received from all rsons who shall furnish copies thereof for such rpose and who shall, if requested, defray the sonable expenses to be incurred in forwarding ch material, and

(3) in addition, does no more than impartially truct the person solicited to forward a proxy to person, if any, to whom the person solicited sires to give a proxy, or impartially request from person solicited instructions as to the authority De conferred by the proxy and state that a proxy I be given if no instructions are received by a tain date.

c) Any solicitation by a person in respect of urities of which he is the beneficial owner. d) Any solicitation involved in the offer or sale a certificate of deposit or other security regred under the Securities Act of 1933.

e) Any solicitation with respect to a plan of rganization under Chapter X of the Banktcy Act, as amended, if made after the entry in order approving such plan pursuant to sec174 of said Act and after, or concurrently 1, the transmittal of information concerning 1 plan as required by section 175 of said Act. f) Any solicitation which is subject to Rule 2 under the Public Utility Holding Company of 1935.

7) Any solicitation through the medium of a spaper advertisement which informs security lers of a source from which they may obtain. es of a proxy statement, form of proxy and other soliciting material and does no more (1) name the issuer, (2) state the reason for

the advertisement, and (3) identify the proposal or proposals to be acted upon by security holders.

§ 240.14a-3. Information to be Furnished Security Holders.

(a) No solicitation subject to this regulation shall be made unless each person solicited is concurrently furnished or has previously been furnished with a written proxy statement containing the information specified in Schedule 14A.

(b) If the solicitation is made on behalf of the management of the issuer and relates to an annual meeting of security holders at which directors are to be elected, each proxy statement furnished pursuant to paragraph (a) shall be accompanied or preceded by an annual report to such security holders containing such financial statements for the last fiscal year as will, in the opinion of the management, adequately reflect the financial position and operations of the issuer. Such annual report, including financial statements, may be in any form deemed suitable by the management. This paragraph shall not apply, however, to solicitations made on behalf of the management before the financial statements are available if solicitation is being made at the time in opposition to the management and if the management's proxy statement includes an undertaking in bold-face type to furnish such annual report to all persons being solicited, at least twenty days before the date of the meeting.

(c) Four copies of each annual report sent to security holders pursuant to this section shall be mailed to the Commission, solely for its information, not later than the date on which such report is first sent or given to security holders or the date on which preliminary copies of solicitation material are filed with the Commission pursuant to § 240.14a-6 (a), which ever date is later. The annual report is not deemed to be "soliciting material" or to be "filed" with the Commission or otherwise subject to this regulation or to the liabilities of section 18 of the Act, except to the extent that the issuer specifically requests that it be treated as a part of the proxy soliciting material or incorporates it in the proxy statement by refer

ence.

§ 240.14a-4. Requirements as to Proxy.

(a) The form of proxy (1) shall indicate in bold-face type whether or not the proxy is solicited

on behalf of the management, (2) shall provide a specifically designated blank space for dating the proxy and (3) shall identify clearly and impartially each matter or group of related matters intended to be acted upon, whether proposed by the management or by security holders. No reference need be made, however, to proposals as to which discretionary authority is conferred pursuant to paragraph (c).

(b) Means shall be provided in the form of proxy whereby the person solicited is afforded an opportunity to specify by ballot a choice between approval or disapproval of each matter or group of related matters referred to therein as intended to be acted upon, other than elections to office. A proxy may confer discretionary authority with respect to matters as to which a choice is not so specified provided the form of proxy states in bold face type how it is intended to vote the shares represented by the proxy in each such case.

(c) A proxy may confer discretionary authority with respect to other matters which may come before the meeting, provided the persons on whose behalf the solicitation is made are not aware a reasonable time prior to the time the solicitation is made that any such other matters are to be presented for action at the meeting and provided further that a specific statement to that effect is made in the proxy statement or in the form of proxy. A proxy may also confer discretionary authority with respect to any proposal omitted from the proxy statement and form of proxy pursuant to paragraph (c) of § 240.14a-8.

(d) No proxy shall confer authority (1) to vote for the election of any person to any office for which a bona fide nominee is not named in the proxy statement, or (2) to vote at any annual meeting other than the next annual meeting (or any adjournment thereof) to be held after the date on which the proxy statement and form of proxy are first sent or given to security holders.

(e) The proxy statement or form of proxy shall provide, subject to reasonable specified conditions, that the shares represented by the proxy will be voted and that where the person solicited specifies by means of a ballot provided pursuant to paragraph (b) a choice with respect to any matter to be acted upon, the shares will be voted in accordance with the specifications so made.

§ 240.14a-5. Presentation of Information i Proxy Statement.

(a) The information included in the pr statement shall be clearly presented and the sta ments made shall be divided into groups accord to subject matter and the various groups of se ments shall be preceded by appropriate heads! The order of items and sub-items in the sched need not be followed. Where practicable and propriate, the information shall be presented, tabular form. All amounts shall be stated:! figures. Information required by more than applicable item need not be repeated. No st ment need be made in response to any item or item which is inapplicable.

s

(b) Any information required to be included the proxy statement as to terms of securities other subject matter which from a standpoin practical necessity must be determined in a future may be stated in terms of present k edge and intention. To the extent practicable. authority to be conferred concerning each 5 matter shall be confined within limits reason related to the need for discretionary auther Subject to the foregoing, information which is: known to the persons on whose behalf the solid tion is to be made and which it is not reason within the power of such persons to ascertai procure may be omitted, if a brief statement of circumstances rendering such information available is made.

(c) There may be omitted from the proxy s ment any information contained in any a proxy soliciting material which has been furnis to each person solicited in connection with the s meeting or subject matter if a clear referer" made to the particular document containing s information.

(d) All printed proxy statements shall be in roman type at least as large as 10-point ma type except that to the extent necessary for venient presentation financial statements and statistical or tabular matter may be set in n type at least as large as 8-point modern type. type shall be leaded at least 2 points. § 240.14a-6. Material Required to be Filed.

(a) Three preliminary copies of the statement and form of proxy and any other s ing material to be furnished to security bec