n type at least as large as that used generally in the body of the statement.

Rule 15c2-1. Hypothecation of Customers' Securities.

(a) General provisions.-The term "frauduent, deceptive, or manipulative act or practice," as used in section 15 (c) (2) of the Act, is hereby Hefined to include the direct or indirect hypothe-ation by a broker or dealer, or his arranging for or permitting, directly, or indirectly, the continued hypothecation of any securities carried for the ccount of any customer under circumstances

(1) that will permit the commingling of securiies carried for the account of any such customer with securities carried for the account of any ther customer, without first obtaining the written onsent of each such customer to such hypothecaion;

(2) that will permit such securities to be comingled with securities carried for the account f any person other than a bona fide customer of uch broker or dealer under a lien for a loan made o such broker or dealer; or

(3) that will permit securities carried for the ccount of customers to be hypothecated, or subected to any lien or liens or claim or claims of the ledgee or pledgees, for a sum which exceeds the gregate indebtednes of all customers in respect f securities carried for their accounts; except that is clause shall not be deemed to be violated by eason of an excess arising on any day through le reduction of the aggregate indebtedness of stomers on such day, provided that funds or curities in an amount sufficient to eliminate such cess are paid or placed in transfer to pledgee r the purpose of reducing the sum of the liens claims to which securities carried for the acunt of customers are subject as promptly as acticable after such reduction occurs, but before e lapse of one-half hour after the commence. ent of banking hours on the next banking day the place where the largest principal amount loans of such broker or dealer are payable and, any event, before such broker or dealer on such y has obtained or increased any bank loan coleralized by securities carried for the account customers.

(b) Definitions. For the purposes of this ile

(1) the term "customer" shall not be deemed to include any general or special partner or any director or officer of such broker or dealer, or any participant, as such, in any joint, group or syndicate account with such broker or dealer or with any partner, officer, or director thereof;

(2) the term "securities carried for the account of any customer" shall be deemed to mean:

(i) securities received by or on behalf of such broker or dealer for the account of any customer;

(ii) securities sold and appropriated by such broker or dealer to a customer, except that if such securities were subject to a lien when appropriated to a customer they shall not be deemed to be "securities carried for the account of any customer" pending their release from such lien as promptly as practicable;

(iii) securities sold, but not appropriated, by such broker or dealer to a customer who has made any payment therefor, to the extent that such broker or dealer owns and has received delivery of securities of like kind, except that if such securities were subject to a lien when such payment was made they shall not be deemed to be "securities carried for the account of any customer" pending their release from such lien as promptly as practicable;

(3) "aggregate indebtedness" shall not be deemed to be reduced by reason of uncollected items. In computing aggregate indebtedness, related guaranteed and guarantor accounts shall be treated as a single account and considered on a consolidated basis, and balances in accounts carrying both long and short positions shall be adjusted by treating the market value of the securities required to cover such short positions as though such market value were a debit; and

(4) in computing the sum of the liens or claims to which securities carried for the account of customers of a broker or dealer are subject, any rehypothecation of such securities by another broker or dealer who is subject to this rule or to Rule 8c-1 shall be disregarded.

(c) Exemption for cash accounts.-The provisions of paragraph (a) (1) hereof shall not apply to any hypothecation of securities carried for the account of a customer in a special cash account within the meaning of section 4 (c) of Regulation T of the Board of Governors of the Federal Reserve System, provided that at or be

Answer every item. If an item is inapplicable or the answer is in the negative, so state. The information called for by items 2 (a) and 3 (a) or a fair summary thereof is required to be included in all preliminary soliciting material by Rule 14a11 (d).

Item 1. Issuer. State the name and address of the issuer.

Item 2. Identity and Background.

(a) State the following:

(1) Your name and business address.

(2) Your present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is carried on. (b) State the following:

(1) Your residence address.

(2) Information as to all material occupations, positions, offices or employments during the last ten years, giving starting and ending dates of each and the name, principal business and address of any business corporation or other business organization in which each such occupation, position, office or employment was carried on.

(c) State whether or not you are or have been a participant in any other proxy contest involving this or other issuers within the past ten years. If so, identify the principals, the subject matter and your relationship to the parties and the outcome.

(d) State whether or not, during the past ten years, you have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) and, if so, give dates, nature of conviction, name and location of court, and penalty imposed or other disposition of the case. A negative answer to this sub-item need not be included in the proxy statement or other proxy soliciting material.

Item 3. Interests in Securities of the Issuer,

(a) State the amount of each class of securities of the issuer which you own beneficially, directly or indirectly.

(b) State the amount of each class of securities of the issuer which you own of record but not beneficially.

(c) State with respect to the securities specifie in (a) and (b) the amounts acquired within the past two years, the dates of acquisition and the amounts acquired on each date.

(d) If any part of the purchase price or mar ket value of any of the shares specified in partgraph (c) is represented by funds borrowed or otherwise obtained for the purpose of acquiring or holding such securities, so state and indies: the amount of the indebtedness as of the lates practicable date. If such funds were borrowed or obtained otherwise then pursuant to a margi account or bank loan in the regular course of business of a bank, broker or dealer, briefly de scribe the transaction, and state the names of the parties.

(e) State whether or not you are a party t any contracts, arrangements or understanding with any person with respect to any securities of the issuer, including but not limited to joint ve tures, loan or option arrangements, puts or calls guarantees against loss or guarantees of profits division of losses or profits, or the giving or with holding of proxies. If so, name the persons with whom such contracts, arrangements, or understandings exist and give the details thereof.

(f) State the amount of securities of the issue owned beneficially, directly or indirectly, by each of your associates and the name and address of each such associate.

(g) State the amount of each class of secur ties of any parent or subsidiary of the issuer which you own beneficially, directly or indirectly.

Item 4. Further Matters.

(a) Describe the time and circumstances unde which you became a participant in the solicitation and state the nature and extent of your activitie or proposed activities as a participant.

(b) Furnish for yourself and your associates the information required by item 7 (f) of Ste ule 14A.

(c) State whether or not you or any of your associates have any arrangement or understand ing with any person

only to keep current the information in the supplement.

(c) Every supplement and amendment filed pursuant to this rule shall constitute, within the meaning of section 15 (b) of the Act, a "document supplemental" to the application which it supplements or amends.

Rule 15b-3. 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."

Rule 15b-4. Registration of Successor to Registered 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 succession, 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 information concerning concerning any partners.

Rule 15b-5. Registration of Fiduciaries.

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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 contine the business of such registered broker or dealer provided, that such fiduciary files with the Co mission, within 30 days after entering upon the performance of his duties, a statement setting forth as to such fiduciary substantially the infor mation required by Form BD.

Rule 15b-6. Withdrawal From Registration.

If a notice to withdraw from registration s filed by a broker or dealer pursuant to section (b), it shall become effective on the thirtieth day after the filing thereof with the Commission, less prior to its effective date the Commissi institutes a proceeding pursuant to section 15 b to revoke or suspend the registration of broker or dealer or to impose terms and cond tions upon such withdrawal. If the Commissi institutes such a proceeding, or if a notice to with draw from registration is filed with the Comm sion at any time subsequent to the date of t issuance of a Commission order instituting pr ceedings pursuant to section 15 (b) to revoke suspend the registration of the broker or deale filing such notice, and during the pendency such a proceeding, the notice to withdraw sh not become effective except at such time and up such terms and conditions as the Commiss deems necessary or appropriate in the publi terest or for the protection of investors. Rule 15b-7. Consent to Service of Process T

Be Furnished by Non-resident Brokers
Dealers and By Non-resident General Pa
ners or Managing Agents of Brokers
Dealers.

(a) Each non-resident broker or dealer istered or applying for registration pursuan section 15 (b) of the Securities Exchange of 1934, each non-resident general partner of broker or dealer partnership which is registered: applying for registration, and each non-reside managing agent of any other unincorpor broker or dealer which is registered or appr for registration, shall furnish to the Commis in a form prescribed by or acceptable to it, & ten irrevocable consent and power of attoref which (1) designates the Securities and Exch Commission as an agent upon whom may be se any process, pleadings, or other papers in civil suit or action brought in any appropr

ourt in any place subject to the jurisdiction of he United States, with respect to any cause of ction (i) which accrues during the period beinning when such broker or dealer becomes regstered pursuant to section 15 of the Securities Exchange Act of 1934 and the rules and regulaions thereunder and ending either when such regstration is canceled or revoked, or when the Comission receives from such broker or dealer a otice to withdraw from such registration, whichver is earlier, (ii) which arises out of any activity, 1 any place subject to the jurisdiction of the United States, occurring in connection with the onduct of business of a broker or dealer, and (iii) hich is founded, directly or indirectly, upon the rovisions of the Securities Act of 1933, the Seurities Exchange Act of 1934, the Trust Inenture Act of 1939, the Investment Company ct of 1940, the Investment Advisers Act of 40, or any rule or regulation under any of id Acts; and (2) stipulates and agrees that y such civil suit or action may be commenced by e service of process upon the Commission and the rwarding of a copy thereof as provided in paraaph (c) of this rule, and that the service as oresaid of any such process, pleadings, or other pers upon the Commission shall be taken and ld in all courts to be as valid and binding as if e personal service thereof had been made.

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

(1) Each non-resident broker or dealer regised at the time this rule becomes effective, and ch non-resident general partner or managing ent of an unincorporated broker or dealer regered at the time this rule becomes effective, shall nish such consent and power of attorney within days after such date;

(2) Each broker or dealer applying for registion after the effective date of this rule shall nish, at the time of filing such application, all consents and powers of attorney required to be nished by such broker or dealer and by each eral partner or managing agent thereof; proed, however, that where an application for regation of a broker or dealer is pending at the this rule becomes effective such consents powers of attorney shall be furnished within Hays after this rule becomes effective.

e

(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 non-resident 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 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 "non-resident 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 non