not over-due and which matures within one 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 "whollyowned subsidiary" means a subsidiary substantially all of whose outstanding vot ng securities are owned by its parent and/or the parent's other wholly-owned subsidiaries.

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 non-cumulative; 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

Rule 12b-10. Requirements as to Proper Form. Every application or report shall be on the form prescribed therefor by the Commission, as in effect on the date of filing. Any application or report shall be deemed to be filed on the proper form unless objection to the form is made by the Commission within thirty days after the date of filing. Rule 12b-11. Number of Copies-SignaturesBinding.

(a) Except as provided in a particular form, three complete copies of each application 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 application shall be filed with each exchange on which the securities covered thereby are being registered. At least one complete copy of each re

port under section 13 of the Act shall each exchange on which the registra la rities listed and registered.

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(b) At least one copy of the applic port filed with the Commission and one E of filed with each exchange shall be :* signed in the manner prescribed by the form. If the application or report is one of the signed copies filed with the C shall be an original "ribbon" copy. copies shall be conformed. If the signat person is affixed pursuant to a power of s other similar authority, a copy of su attorney or other authority shall also be the application or report.

(c) Each copy of an application of Fi with the Commission or with an exchan

bound in one or more parts. Copies file.

sion shall be bound without stiff covers. lication or report shall be bound on the in such a manner as to leave the reading egible.

b-12. Requirements as to Paper, Printand Language.

pplications and reports shall be filed on ality, unglazed, white paper 82 x 13 inches insofar as practicable. However, tables, maps and financial statements may be on aper if folded to that size.

The application or report and, insofar as ble, all papers and documents filed as a ereof, shall be printed, lithographed, raphed, or typewritten. However, the ion or report or any portion thereof may be d by any similar process which, in the of the Commission, produces copies suita permanent record. Irrespective of the used, all copies of any such material shall easily readable and suitable for repeated pying. Debits in credit categories and n debit categories shall be designated so as early distinguishable as such on photo

he body of all printed applications and shall be in roman type at least as large int modern type. However, to the extent y for convenient presentation, financial its and other statistical or tabular data notes thereto may be in type at least as eight-point modern type. All type shall 1 at least two points.

pplications and reports shall be in the language. If any exhibit or other paper nent filed with an application or report

is in a foreign language, it shall be accompanied by a translation into the English language.

Rule 12b-13. Preparation of Application or Report.

The application 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 from the application or report. 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.

Rule 12b-14. Riders-Inserts.

Riders shall not be used. If the application 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.

Rule 12b-15. Amendments.

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

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 an application or report, other than exhibits, may be incorporated by reference in answer or partial answer to any item of the application or report. Matter contained in an exhibit may be so incorporated to the extent permitted in Rule 12b-24. An application for registration of additional securities of the registrant (whether of the same or a different class) on the same exchange may incorporate by reference any item contained in any application 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 an application 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 application or report is filed. Any financial statement filed with an exchange pursuant to the Act may be incorporated by reference in any application 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 application or filed. If any financial statement filed Ru Commission is incorporated by referenc of an application or report filed with to des mission pursuant to section 12 or 13 d pri copies of the financial statement may be as the exchange in lieu of the corresponding statement required by the form on application or report is filed.

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(c) Material incorporated by referens clearly identified in the reference. Ar statement that the specified matter is in tra by reference shall be made at the parti be in the application or report where the fall is required. Matter shall not be income the reference in any case where such iners the would render the statement incomplete, confusing.

Rule 12b-24. Summaries or Outlines ments.

Where an item requires a summary of the provisions of any document, statement shall be made, in succin densed form, as to the most important of the document. In addition to such s the summary or outline may in reference particular items, sections, or of any exhibit and may be qualified in by such reference. Matter contained may be incorporated by reference in a item only to the extent permitted by Rule 12b-25. Extension of Time for Fr Information.

If it is impractical to furnish ar information, document or report at the required to be filed, the registrant the Commission as a separate documen cation (a) identifying the information. or report in question, (b) stating thereof at the time required is imprac (c) requesting an extension of time fr information, document or report to a sp not more than 60 days after the dazi otherwise have to be filed. The appl be deemed granted unless the Commis 10 days after receipt thereof, shall enter denying the application.

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-30. Additional Exhibits. egistrant may file such exhibits as it may addition to those required by the approorm. Such exhibits shall be so marked icate clearly the subject matters to which

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-31. Omission of Substantially IdentiDocuments.

case where two or more indentures, conanchises, or other documents required to as exhibits are substantially identical in erial respects except as to the parties the dates of execution, or other details, trant need file a copy of only one of such ts, with a schedule identifying the other ts omitted and setting forth the material 1 which such documents differ from the t of which a copy is filed. The Commisat any time in its discretion require the copies of any document so omitted.

ence as an exhibit to any application or report 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 application 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.

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.

b-35. Use of Registration Statement ler Securities Act of 1933.

ny registrant which has effective under rities Act of 1933 a registration statement Form S-1 and not subject to any proceeder section 8 of that Act or to an order thereunder may file an application for ion of securities on an exchange consisthe following:

he registration statement and all amendereto filed under the Securities Act of luding financial statements and exhibits, nposite of such statement as amended. , any financial statements or exhibits not or by the appropriate application form Omitted.

description of the securities being regisrequired by the appropriate application less they are of the same class as those

registered under the statement referred to in subparagraph (1) above.

(3) Any financial statements or exhibits required by the appropriate application form which are not contained in the statement referred to in subparagraph (1) above.

(4) The approximate number of holders of record of each class of stock of the registrant, as of the latest practicable date.

(b) If the registrant has no securities listed and registered on the particular exchange, the application shall also include as exhibits the annual, semi-annual and current reports which would have been required if securities of the registrant had become listed and registered on such exchange on the effective date of the registration statement referred to in subparagraph (a) (1) above. If the registrant has filed reports pursuant to section 13 or 15 (d) of the Act, it may file with the ap

plication copies of the reports filed pursuant to that section subsequent to the effective date of such registration statement, in lieu of the reports referred to in the preceding sentence.

(c) If the application for registration is filed more than one year after the effective date of the registration statement referred to in subparagraph (a) (1) above, the information called for by items 3 and 4 of Form 10 shall be included in the application. If the application is filed within one year after the effective date of such registration statement or within one year after the end of the fiscal year covered by the latest annual report furnished pursuant to paragraph (b), the application shall include a brief description of any materially important changes not previously reported, in the business of the registrant and its subsidiaries since the effective date of the registration statement, or since the end of the fiscal year covered by such annual report, as the case may be, including, in the case of an extractive company, any material changes in the reserves of such company. This paragraph shall not apply, however, if the registrant has securities listed. and registered on any national securities exchange.

(d) An application for registration filed pursuant to this rule shall be filed under cover of the facing sheet of the appropriate application form and shall be signed in accordance with the requirements of that form. Except as otherwise provided in this rule, all pertinent provisions of these General Rules and Regulations relating to the preparation and filing of applications for registration shall apply to applications filed pursuant to this rule. The following statement and list of contents shall be set forth on the first page of the application immediately following the facing page thereof:

THIS APPLICATION IS FILED PURSUANT TO RULE 126-35 OF THE GENERAL RULES AND REGULATIONS UNDER THE SECURITIES EXCHANGE

ACT OF 1934 AND CONSISTS OF THE FOL INFORMATION AND DOCUMENTS:

(List the contents of the application for re commencing with the registration statemen Securities Act of 1933, identifying it by file: effective date.)

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(e) In copies of the application filed Commission the registrant shall incr reference the registration statement in subparagraph (a) (1) and any m quired by paragraph (b) which are: the Commission. If such registratio or any such annual report incorporate ence any financial statements or exhibe by the appropriate form which are the Commission but are not on file change, copies of the application fit. exchange shall include copies of suc statements or exhibits. Rule 12b-3 Ru to financial statements filed as a part of porated by reference in, applications fr tion filed pursuant to this rule.

(f) Notwithstanding any rule or r the Commission to the contrary, the quired by this form to be physical the exchange may be in photocopy fo Rule 12b-36. Use of Financial Stateme

Under Other Acts.

Where copies of certified financia filed under other Acts administered mission are filed with an application a accountant's certificate shall be man: or manually signed copies of the cert be filed with the financial stateme such financial statements are incorpo erence in an application or report. 255 consent of the accountant to such incom reference shall be filed with the a report. Such consent shall be dated manually.

Rule 12d1-1. Registration Effective as to Class or Series.

(a) An application filed pursuant to section 12 (b) and (c) of the Act for registration of a security on a national securities exchange shall be deemed to apply for registration of the entire class

of such security. Registration shall> tive, as provided in section 12 (d) of > as to the shares or amounts of 52 issued, and (2), without further 17 registration, upon issuance as to gää” or amounts of such class then or tha thorized.

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