O The maturity, interest rate and/or outng aggregate principal amount of an issue ds, debentures or notes;

The par value, dividend rate, number of s authorized and/or the outstanding numshares of a stock.

enever any change enumerated in clause (B) or (C) occurs with respect to a security ted to unlisted trading privileges on a nasecurities exchange and not listed or regison any other national securities exchange, change shall notify the Commission of such e by filing Form 27 with the Commission tly after learning thereof unless an appliis filed by such exchange pursuant to para(b) of this rule.

(3) A major change in the capitalization issuer shall be deemed to have occurred for ses of this paragraph (a) if, by reason of more mergers, consolidations, acquisitions ts or securities, or similar transactions (not ing a sale of securities for cash, a stock nd, or a stock split), the number of outng shares of stock of the issuer has been in1 by more than 100% within any 12 conseculendar months.

Whenever any change occurs with respect. curity admitted to unlisted trading privind, after such change, such security is not I to be the same security under the provif paragraph (a) of this rule, such security evertheless be deemed to be the security fore admitted to unlisted trading privin such exchange if the Commission shall etermined, upon application by such exthat the security after such change is tially equivalent to the security thereto

2868 0-586

fore admitted to unlisted trading privileges. An application filed under this paragraph shall be executed by a duly authorized officer of the exchange and shall contain the following information.

(1) Name of issuer and title of security; and (2) A brief but comprehensive description of each change proposed to be effected in such security, together with a copy of all written matter submitted to security holders relating to each such change.

Rule 12f-3. Termination or Suspension of Unlisted Trading Privileges.

(a) The issuer of any security for which unlisted trading privileges on any exchange have been continued or extended, or any broker or dealer who makes or creates a market for such security, or any other person having a bona fide interest in the question of termination or suspension of such unlisted trading privileges, may make application to the Commission for the termination or suspension of such unlisted trading privileges. One duly executed copy of such application shall be filed, and it shall contain the following information:

(1) Name and address of applicant;

(2) A brief statement of the applicant's interest in the question of termination or suspension of such unlisted trading privileges;

(3) Title of security;

(4) Name of issuer;

(5) Amount of such security issued and outstanding (number of shares of stock or principal amount of bonds), stating source of information;

(6) Annual volume of public trading in such security (number of shares of stock or principal amount of bonds) on such exchange for each of the three calendar years immediately preceding the date of such application, and monthly volume of trading in such security for each of the twelve calendar months immediately preceding the date of such application;

(7) Price range on such exchange for each of the twelve calendar months immediately preceding the date of such application; and

(8) A brief statement of the information in the applicant's possession, and the sources thereof, with respect to (a) the extent of public distribution of such security in the vicinity of such ex

change and the geographical area which is deemed to constitute such vicinity, (b) the extent of public trading in such security on such exchange, and (c) the character of trading in such security on such exchange.

(b) Unlisted trading privileges in any security on any national securities exchange may be suspended or terminated by such exchange in accordance with its rules. Such exchange shall promptly file Form 28 to notify the Commission of any such suspension or termination.

Rule 12f-4. Exemption of Securities Admitted to Unlisted Trading Privileges From Sections 13, 14, and 16.

(a) Any security for which unlisted trading privileges on any national securities exchange have been continued or extended pursuant to section 12 (f), the issuer of which has no security registered as a listed security on such exchange, shall be exempt from the operation of section 13 with respect to the filing of information, documents, and reports by the issuer thereof with such exchange, and, unless the issuer also has a security registered as a listed security on any other national securities exchange, with respect to such filing with the Commission.

(b) Any security for which unlisted trading privileges on any national securities exchange have been continued or extended pursuant to section 12 (f) shall be exempt from the operation of section 14 unless such security is also registered as a listed security on any other national securities exchange.

(c) (1) Any security for which unlisted trading privileges on any national securities exchange have been continued or extended pursuant to section 12 (f) (1) or (3), the issuer of which has no equity security registered as a listed security on any national securities exchange, shall be exempt from the operation of section 16.

(2) Any security for which unlisted trading privileges on any national securities exchange have been continued or extended pursuant to section 12 (f) (1) or (3), the issuer of which has an equity security registered as a listed security on any national securities exchange, shall be exempt from the operation of section 16 insofar as the provisions of that section would otherwise apply to any person who is directly or indirectly the beneficial

owner of more than 10 percent of such cz security: Provided, That such person is ne director or officer of the issuer thereof nor d or indirectly the beneficial owner of more th percent of any class of any equity security d issuer which is registered as a listed security

Rule 12f-5. Differentiation on Ticker Be Transactions in Listed and Unliste curities.

Every national securities exchange and person directly or indirectly controlled by exchange, in the publication or making for publication by ticker of quotations or actions in securities made or effected ups exchange, shall differentiate between qui or transactions in listed securities and quer F or transactions in securities for which f trading privileges on such exchange have be tinued or extended, by either adding th "L" to the report of each quotation or tra in such listed securities, or by adding the "U" to the report of each quotation or tr in such securities for which unlisted trading leges have been continued or extended exchange.

Rule 12f-6. Continuance of Unlisted Tr

Privileges on Merged Exchanges

(a) Subject to section 12 (f), as amend the rules and regulations thereunder, securities exchange which has absorbed. exchange may, without further order of th mission, continue unlisted trading privi fo in any security which was admitted to su leges on the absorbed exchange pursuant (1) of section 12 (f), and (2) in any which was admitted to such privileges o sorbed exchange pursuant to clause of section 12 (f) if the vicinity of the exchange includes the vicinity of the exchange.

(b) For the purpose of this rule the of the surviving exchange shall include ity of an absorbed exchange if the of the absorbed and surviving exchs located within a single geographic dive joining geographic divisions of the Unite as classified by the United States Bur Census.

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13a-1. Requirement of Annual Reports. ry issuer having securities listed and regis on a national securities exchange shall file ual report for each fiscal year after the Il fiscal year for which financial statements iled in its application for registration. ants on Form 8-B shall file an annual rer each fiscal year beginning on or after the 3 of which the succession occurred. The shall be filed within 120 days after the close fiscal year or within such other period as specified in the appropriate form. 3a-2. Annual Reports of Predecessors. y issuer having securities listed and regisursuant to an application on Form 8-B e an annual report pursuant to Rule 13a-1 h of its predecessors which had securities nd registered on a national securities excovering the last full fiscal year of the ssor prior to the registrant's succession, such report has been filed by the predecesuch annual report shall contain the inforthat would be required if filed by the

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 (OR APPLICATION FOR REGISTRATION) ON FORM FILED BY THE REGISTRANT ON 19., AS AMENDED UNDER DATES OF...

99

(c) Any financial statements or exhibits included in the registration statement or application 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 the exchange, the copies of the annual report filed with the exchange shall include copies of such financial statements or exhibits.

(e) Copies of the report filed with the Commission may incorporate the registration statement or application by reference. If a report consists of an application, copies of the report filed with an exchange with which the application was filed may incorporate the application by reference. 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 effective date of the registration statement may incorporate in its annual report pursuant to Rule 3a-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.

Rule 13a-10. Interim Reports.

(a) Every issuer which changes its fiscal closing date after the last fiscal year for which financial statements were filed in its application for registration 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 pursuant to an application 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.

Rule 13a-11. Current Reports on Form

(a) Except as provided in paragraph b registrant subject to Rule 13a-1 shall files report on Form 8-K within ten days af close of any month during which any of the specified in that form occurs, unless subs the same information as that required by 8-K has been previously reported by the

trant.

(b) This section shall not apply to iss ing securities registered on a national s exchange pursuant to an application on F; 19, 20 or 21, or to investment companies to file quarterly reports pursuant to R

Rule 13a-12. Quarterly Reports of Inve Companies.

Every investment company registered: Investment Company Act of 1940 which! rities listed and registered on a nationalexchange and for which a quarterly rep is prescribed shall file a quarterly repor appropriate form prescribed therefor. fiscal quarter for which it is required quarterly report pursuant to section of the Investment Company Act of 194 Rule 13a-13. Semi-Annual Reports 9-K.

(a) Every issuer of a security regis national securities exchange which is file annual reports on Form 10-K or F or which is required to file a report on or forms as Part II of Form 16-K or Fr shall file a semi-annual report on Forr the first half of each fiscal year ending close of the latest fiscal year for which o statements of such issuer were filed in a tion for registration of securities on d securities exchange, provided, howeve such report need be filed for any period ending prior to June 30, 1955. (b) Such reports on Form 9-K shy & not more than 45 days after the end month period for which they are filed. the report for any period ending prior t on which a class of securities of the becomes effectively registered on a nation

change may be filed not more than 45 days he effective date of such registration. Notwithstanding paragraph (a) of this mi-annual reports on Form 9-K shall not ired to be filed by the following types of

:

Danks and bank holding companies;

nvestment companies;

nsurance companies, other than title insur

public utilities and common carriers which ncial reports with the Federal Power Com - Federal Communications Commission or rstate Commerce Commission;

ompanies engaged in the seasonal producseasonal sale of a single-crop agricultural ity;

ompanies in the promotional or developage to which paragraph (b) or (c) of -01 of this chapter (Rule 5A-01 of Article egulation S-X) is applicable; oreign issuers other than private issuers d in a North American country or Cuba. otwithstanding the foregoing paragraphs le, 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.

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.

-1. Definitions.

the context otherwise requires, all terms his regulation have the same meanings as et or elsewhere in the General Rules and ons thereunder. In addition, the followitions apply unless the context otherwise

ate. The term "associate" used to inditionship with any person, means (1) any on or organization (other than the issuer ority-owned subsidiary of the issuer) of ch person is an officer or partner or is, or indirectly, the beneficial owner of 10 r more of any class of equity securities, rust or other estate in which such person tantial beneficial interest or as to which on serves as trustee or in a similar fiduciity, and (3) any relative or spouse of on, or any relative of such spouse, who me home as such person or who is a diofficer of the issuer or any of its parents ries.

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

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

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

Proxy statement. The term "proxy statement" means the statement required by Rule 14a-3 (a), whether or not contained in a single document. Solicitation. The terms "solicit" and "solicitation" include

(1) any request for a proxy whether or not accompanied by or included in a form of proxy;

(2) any request to execute or not to execute, or to revoke, a proxy; or

(3) the furnishing of a form of proxy or other