ver-due and which matures within one year the date of its creation, whether evidenced curities or not.

ting securities. The term "voting securimeans securities the holders of which are ntly entitled to vote for the election of tors.

holly-owned subsidiary. The term "whollyd subsidiary" means a subsidiary substan'all of whose outstanding voting securities are d by its parent and/or the parent's other ly-owned subsidiaries.

12b-3. Title of Securities.

herever the title of securities is required to ated there shall be given such information ill indicate the type and general character of ecurities, including the following:

) In the case of shares, the par or stated e, if any; the rate of dividends, if fixed, and her cumulative or non-cumulative; a brief cation of the preference, if any; and if conble, a statement to that effect.

) In the case of funded debt, the rate of est; the date of maturity, or if the issue ma3 serially, a brief indication of the serial rities, such as "maturing serially from 1950 960"; if the payment of principal or interest ontingent, an appropriate indication of such

contingency; a brief indication of the priority of the issue; and if convertible, a statement to that effect.

(c) In the case of any other kind of security, appropriate information of comparable character. Rule 12b-4. Interpretation of Requirements.

Unless the context clearly shows otherwise(a) The forms require information only as to the registrant.

(b) Whenever any fixed period of time in the past is indicated, such period shall be computed from the date of filing.

(c) Whenever words relate to the future, they have reference solely to present intention.

(d) Any words indicating the holder of a position or office include persons, by whatever titles designated, whose duties are those ordinarily performed by holders of such positions or offices.

Rule 12b-5. Determination of Affiliates of Banks.

In determining whether a person is an "affiliate" or "parent" of a bank or whether a bank is a "subsidiary" or "majority-owned subsidiary" of a person, within the meaning of those terms as defined in Rule 12b-2, voting securities of the bank held by a corporation all of the stock of which is directly owned by the United States Government shall not be taken into consideration.

e 12b-10. Requirements as to Proper Form. very application or report shall be on the form cribed therefor by the Commission, as in effect he date of filing. Any application or report 1 be deemed to be filed on the proper form unobjection to the form is made by the Commiswithin thirty days after the date of filing.

e 12b-11. Number of Copies-SignaturesBindi- ;.

) Except as provided in a particular form, e complete copies of each application or re, including exhibits and all other papers and ments filed as a part thereof, shall be filed with Commission. At least one complete copy of = application shall be filed with each exchange which the securities covered thereby are being stered. At least one complete copy of each re

port under section 13 of the Act shall be filed with each exchange on which the registrant has securities listed and registered.

(b) At least one copy of the application or report filed with the Commission and one copy thereof filed with each exchange shall be manually signed in the manner prescribed by the appropriate form. If the application or report is typewritten, one of the signed copies filed with the Commission shall be an original "ribbon" copy. Unsigned copies shall be conformed. If the signature of any person is affixed pursuant to a power of attorney or other similar authority, a copy of such power of attorney or other authority shall also be filed with the application or report.

(c) Each copy of an application or report filed with the Commission or with an exchange shall be bound in one or more parts. Copies filed with the

Commission shall be bound without stiff covers. The application or report shall be bound on the left side in such a manner as to leave the reading matter legible.

Rule 12b-12. Requirements as to Paper, Print

ing, and Language.

(a) Applications and reports shall be filed on good quality, unglazed, white paper 82 x 13 inches in size, insofar as practicable. However, tables, charts, maps and financial statements may be on larger paper if folded to that size.

(b) The application or report and, insofar as practicable, all papers and documents filed as a part thereof, shall be printed, lithographed, mimeographed, or typewritten. However, the application or report or any portion thereof may be prepared by any similar process which, in the opinion of the Commission, produces copies suitable for a permanent record. Irrespective of the process used, all copies of any such material shall be clear, easily readable and suitable for repeated photocopying. Debits in credit categories and credits in debit categories shall be designated so as to be clearly distinguishable as such on photocopies.

(c) The body of all printed applications and reports shall be in roman type at least as large as ten-point modern type. However, to the extent necessary for convenient presentation, financial statements and other statistical or tabular data and the notes thereto may be in type at least as large as eight-point modern type. All type shall be leaded at least two points.

(d) Applications and reports shall be in the English language. If any exhibit or other paper or document filed with an application or report

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

Rule 12b-13. Preparation of Application port.

The application or report shall contain the bers and captions of all items of the approp form, but the text of the items may be omitted vided the answers thereto are so prepared dicate to the reader the coverage of the item out the necessity of his referring to the text items or instructions thereto. However, any item requires information to be given i ular form, it shall be given in substantial tabular form specified in the item. All i tions, whether appearing under the items d form or elsewhere therein, are to be omitted the application or report. Unless express vided otherwise, if any item is inapplicable r answer thereto is in the negative, an appr statement to that effect shall be made.

Rule 12b-14. Riders-Inserts.

Riders shall not be used. If the applicat report is typed on a printed form, and the s provided for the answer to any given iter sufficient, reference shall be made in such s to a full insert page or pages on which the number and caption and the complete anse given.

Rule 12b-15. Amendments.

All amendments shall be filed under co Form 8 and shall comply with all pertinen quirements applicable to applications and rep Amendments shall be filed separately for separate application or report amended. An ments to an application may be filed either h or after registration becomes effective.

Rule 12b-20. Additional Information.

In addition to the information expressly required to be included in an application or report, there shall be added such further material information, if any, as may be necessary to make the required statements, in the light of the circumstances under which they are made not misleading.

Rule 12b-21. Information Unknown or Available.

Information required need be given only as it is known or reasonably available registrant. If any required information is known and not reasonably available to the trant, either because the obtaining thereof

lve unreasonable effort or expense, or because sts peculiarly within the knowledge of another on not affiliated with the registrant, the innation may be omitted, subject to the following litions.

1) The registrant shall give such information Že subject as it possesses or can acquire without asonable effort or expense, together with the ces thereof.

) The registrant shall include a statement er showing that unreasonable effort or expense ld be involved or indicating the absence of any ation with the person within whose knowledge information rests and stating the result of a est made to such person for the information. e 12b-22. Disclaimer of Control.

the existence of control is open to reasonable ɔt in any instance, the registrant may disclaim existence of control and any admission thereIn such case, however, the registrant shall state material facts pertinent to the possible existof control.

e 12b-23. Incorporation by Reference.

:) Matter contained in any part of an appli›n or report, other than exhibits, may be incorted by reference in answer or partial answer ny item of the application or report. Matter ained in an exhibit may be so incorporated to extent permitted in Rule 12b-24. An appli›n for registration of additional securities of egistrant (whether of the same or a different ;) on the same exchange may incorporate by rence any item contained in any application suant to which such prior registration is tive.

›) Any financial statement filed with the mission pursuant to any Act administered by Commission may be incorporated by reference n application or report, filed with the Comsion by the same or any other person, if it subtially conforms to the requirements of the 1 on which the application or report is filed. - financial statement filed with an exchange suant to the Act may be incorporated by rence in any application or report filed with exchange by the same or any other person, if bstantially conforms to the requirements of

the form on which the application or report is filed. If any financial statement filed with the Commission is incorporated by reference in copies of an application or report filed with the Commission pursuant to section 12 or 13 of the Act, copies of the financial statement may be filed with the exchange in lieu of the corresponding financial statement required by the form on which the application or report is filed.

(c) Material incorporated by reference shall be clearly identified in the reference. An express statement that the specified matter is incorporated by reference shall be made at the particular place in the application or report where the information is required. Matter shall not be incorporated by reference in any case where such incorporation would render the statement incomplete, unclear or confusing.

Rule 12b-24. Summaries or Outlines of Documents.

Where an item requires a summary or outline of the provisions of any document, only a brief statement shall be made, in succinct and condensed form, as to the most important provisions of the document. In addition to such statement, the summary or outline may incorporate by reference particular items, sections, or paragraphs of any exhibit and may be qualified in its entirety by such reference. Matter contained in an exhibit may be incorporated by reference in answer to an item only to the extent permitted by this rule. Rule 12b-25. Extension of Time for Furnishing Information.

If it is impractical to furnish any required information, document or report at the time it is required to be filed, the registrant may file with the Commission as a separate document an application (a) identifying the information, document or report in question, (b) stating why the filing thereof at the time required is impracticable, and (c) requesting an extension of time for filing the information, document or report to a specified date not more than 60 days after the date it would otherwise have to be filed. The application shall be deemed granted unless the Commission, within 10 days after receipt thereof, shall enter an order denying the application.

(1) Any of the terms or conditions of this rule 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) Rule 10b-1 shall be applicable to any warrant exempted by this rule.

Rule 12a-5. Temporary Exemption of Substituted or Additional Securities.

(a) (1) Subject to the conditions of subparagraph (a) (2) of this rule, whenever the holders of a security admitted to trading on a national 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 subpar (a) (1) shall be available only if the fol conditions are met:

(A) a registration statement is in effect the Securities Act of 1933 to the extent requi to the security which is the subject of such e tion, or the terms of any applicable exe from registration under such Act have bee plied with, if required;

(B) any stockholder approval necessary t issuance of the security which is the subject exemption, has been obtained; and

(C) all other necessary official action, c than the filing or recording of charter amend or other documents with the appropriate authorities, has been taken to authorize and the issuance of the security which is the s of such exemption.

(b) The exemption provided by this rule s terminate on the earliest of the following (1) When registration of the exempt s on the exchange becomes effective;

(2) When the exempt security is granted listed trading privileges on the exchange;

(3) The close of business on the tenth day (A) withdrawal of an application for registrat of the exempt security on the exchange; (B) drawal by the exchange of its certification approval of the exempt security for listing registration; (C) withdrawal of an applies for admission of the exempt security to us trading privileges on the exchange; or (D) sending to the exchange of notice of the entry an order by the Commission denying an app tion for admission of the exempt security listed trading privileges on the exchange;

(4) The close of business on the one hun and twentieth day after the date on which exempt security was admitted by action of exchange to trading thereon as a security empted from the operation of section 12 11 this rule, unless prior thereto an app for registration of the exempt security or admission of the exempt security to unlisted tr ing privileges on the exchange has been filed

(c) Notwithstanding paragraph (6), the C mission, having due regard for the public in and the protection of investors, may at any extend the period of exemption of any securi

rule or may sooner terminate the exemption n notice to the exchange and to the issuer of extension or termination thereof. d) The exchange shall file with the Commisa notification on Form 26 promptly after takaction to admit any security to trading under rule; provided, however, that no notification

need be filed under this rule concerning the admission or proposed admission to trading of additional amounts of a class of security admitted to trading on such exchange.

(e) Rules 7c2-1 and 10b-1 shall be applicable to all securities exempted from the operation of section 12 (a) by this rule.

le 12b-1. Scope of Regulation.

The rules contained in this regulation shall govall applications for registrations pursuant section 12 of the Act and reports pursuant to cicns 13 and 15 (d) of the Act, including all endments to such applications and reports, exIt that any provision in a form covering the he subject matter as any such rule shall be trolling.

le 12b-2. Definitions.

Jnless the context otherwise requires, the folwing terms, when used in the rules contained in s regulation or in Regulation X-13A or X-15D in the forms for applications and reports purint to section 12, 13, or 15 (d) of the Act, shall ve the respective meanings indicated in this

e:

Affiliate. An "affiliate" of, or a person "affilid" with, a specified person, is a person that ectly, or indirectly through one or more ermediaries, controls, or is controlled by, or is der common control with, the person specified. Amount. The term "amount," when used in gard to securities, means the principal amount relating to evidences of indebtedness, the numr of shares if relating to shares, and the number units if relating to any other kind of security. Associate. The term "associate" used to indice a relationship with any person, means (1) any poration or organization (other than the regisnt or a majority-owned subsidiary of the regisnt) of which such person is an officer or partner is, directly or indirectly, the beneficial owner of percent or more of any class of equity securities, ) any trust or other estate in which such person s a substantial beneficial interest or as to which ch person serves as trustee or in a similar fiduciy capacity, and (3) any relative or spouse of

such person, or any relative of such spouse, who has 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