T

cation copies of the reports filed pursuant to t section subsequent to the effective date of h registration statement, in lieu of the reports erred to in the preceding sentence.

c) If the application for registration is filed re than one year after the effective date of the istration statement referred to in subparaph (a) (1) above, the information called for items 3 and 4 of Form 10 shall be included in application. If the application is filed within year after the effective date of such registrastatement or within one year after the end he fiscal year covered by the latest annual ret furnished pursuant to paragraph (b), the lication shall include a brief description of materially important changes not previously orted, in the business of the registrant and its sidiaries since the effective date of the regision statement, or since the end of the fiscal r covered by such annual report, as the case be, including, in the case of an extractive pany, any material changes in the reserves of 1 company. This paragraph shall not apply, ever, if the registrant has securities listed registered on any national securities exchange. 1) An application for registration filed purit to this rule shall be filed under cover of the ng sheet of the appropriate application form shall be signed in accordance with the reements of that form. Except as otherwise ided in this rule, all pertinent provisions nese General Rules and Regulations relating he preparation and filing of applications for stration shall apply to applications filed purt to this rule. The following statement list of contents shall be set forth on the first of the application immediately following facing page thereof:

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

(List the contents of the application for registration, commencing with the registration statement under the Securities Act of 1933, identifying it by file number and effective date.)

(e) In copies of the application filed with the Commission the registrant shall incorporate by reference the registration statement referred to in subparagraph (a) (1) and any reports required by paragraph (b) which are on file with the Commission. If such registration statement or any such annual report incorporates by reference any financial statements or exhibits required by the appropriate form which are on file with the Commission but are not on file with the exchange, copies of the application filed with the exchange shall include copies of such financial statements or exhibits. Rule 12b-36 shall apply to financial statements filed as a part of, or incorporated by reference in, applications for registration filed pursuant to this rule.

(f) Notwithstanding any rule or regulation of the Commission to the contrary, the exhibits required by this form to be physically filed with the exchange may be in photocopy form.

Rule 12b-36. Use of Financial Statements Filed Under Other Acts.

Where copies of certified financial statements filed under other Acts administered by the Commission are filed with an application or report, the accountant's certificate shall be manually signed or manually signed copies of the certificates shall be filed with the financial statements. Where such financial statements are incorporated by reference in an application or report, the written consent of the accountant to such incorporation by reference shall be filed with the application or report. Such consent shall be dated and signed manually.

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

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

of such security. Registration shall become effective, as provided in section 12 (d) of the Act, (1) as to the shares or amounts of such class then issued, and (2), without further application for registration, upon issuance as to additional shares or amounts of such class then or thereafter authorized.

(b) This rule shall apply to classes of securities of which a specified number of shares or amounts was registered or registered upon notice of issuance, and to applications for registration filed, prior to the close of business on January 28, 1954, as well as to classes registered, or applications filed, thereafter.

(c) This rule shall not affect the right of a national securities exchange to require the issuer of a registered security to file documents with or pay fees to the exchange in connection with the modification of such security or the issuance of additional shares or amounts.

(d) If a class of security is issuable in two or more series with different terms, each such series shall be deemed a separate class for the purposes of this regulation.

Rule 12d1-2. Acceleration of Effectiveness of Registration.

A request for acceleration of the effective date of registration pursuant to section 12 (d) of the Act and Rule 12d1-1 shall be made in writing by either the registrant, the exchange, or both and shall briefly describe the reasons therefor. Rule 12d1-3. Requirements as to Certification.

(a) Certification that a security has been approved by an exchange for listing and registration pursuant to section 12 (d) of the Act and Rule 12d1-1 shall be made by the governing committee or other corresponding authority of the exchange.

(b) The certification shall specify (1) the approval of the exchange for listing and registration; (2) the title of the security so approved; (3) the date of filing with the exchange of the

application for registration and of any ments thereto; and (4) any conditions impo on such certification. The exchange promptly notify the Commission of the par or complete satisfaction of any such condi (c) The certification may be made by tele but in such case shall be confirmed in w All certifications in writing and all amend thereto shall be filed with the Commission z plicate and at least one copy shall be ma signed by the appropriate exchange author Rule 12d1-4. Date of Receipt of Certificati Commission.

The date of receipt by the Commission da certification approving a security for listing registration shall be the date on which the cation is actually received by the Commissi the date on which the application for regis to which the certification relates is actus" ceived by the Commission, whichever date is

Rule 12d1-5. Operation of Certification on sequent Amendments.

If an amendment to the application for reg tion of a security is filed with the exchang with the Commission after the receipt by the mission of the certification of the ex approving the security for listing and registr the certification, unless withdrawn, sa deemed made with reference to the applicat amended.

Rule 12d1-6. Withdrawal of Certification

An exchange may, by notice to the Comm withdraw its certification prior to the ti the registration to which it relates first be effective pursuant to Rule 12d1-1.

(2) Any such suspension may be con until such time as it shall appear to the Ce sion that such suspension is designed to e provisions of section 12 (d) and the re regulations thereunder relating to the with and striking of a security from listing tration. During the continuance of such s sion the exchange shall notify the Conce promptly of any change in the reasons

and t

pension. Upon the restoration to trading of security suspended under this rule, the exInge shall notify the Commission promptly of effective date thereof.

3) Suspension of trading shall not terminate registration of any security.

b) (1) An application by an issuer or an exnge to withdraw or strike a security from listand registration pursuant to section 12 (d) ll be made in accordance with the following uirements:

A) The application shall be made in triplicate, Ell be signed and sworn to by an officer of the licant authorized to do so, and shall set forth source of the authority of such officer. If the licant is the issuer it shall forward promptly opy of the application to the exchange and if applicant is the exchange it shall forward mptly a copy of the application to the issuer. B) The application shall cite the paragraph gnation of each provision of the constitution, iws or rules of the exchange, if any, which res to such a withdrawal or striking, and shall forth the steps taken by the applicant to 3fy the requirements of such provisions. C) The application shall state the reasons for proposed withdrawal or striking, together ■ all material facts relating thereto and such s as in the opinion of the applicant have a bearon whether the Commission should impose any is for the protection of investors.

2) If the application is made by the issuer, issuer, if so directed by the Commission, shall nptly send notice of such application to all wn holders of the security which is the subject he application. Such notice shall state the and place of hearing on the application and I advise such security holders of their right to ent their views by appearing at such hearing riting the Commission on the subject of what s, if any, should be imposed for the protection vestors in granting the application.

> The application may state that the applipursuant to this rule offers the application. vidence at any hearing on such application. ich an offer is made, the application shall be ved in evidence at the hearing as proof in ort of the allegations therein without the ssity of the applicant appearing and introng further evidence, unless

(A) Counsel for the Commission objects; or (B) A holder of the security which is the subject of the application, the issuer or the exchange involved, or any other person having a bona fide interest in such proceeding appears and objects.

(4) If counsel for the Commission intends to object to the admission in evidence of the application or in advance of the hearing date is apprised of the intention of any person having a bona fide interest in the proceeding to appear in opposition to the application, he shall promptly advise the applicant thereof. If such objection or opposition is first made at such time that seasonable notice thereof cannot be given to the applicant, and the applicant does not appear, the hearing shall be continued to permit the applicant to appear and support its application at the adjourned date thereof. Unless the Commission otherwise directs, the application shall be dismissed if the ap plicant fails to appear and support its application after it has been notified by counsel for the Commission of such objection or opposition.

(c) If within 30 days after the publication of any rule or regulation which substantially alters or adds to the obligations, or detracts from the rights, of an issuer of a security registered pursuant to application under section 12 (b) or (c), or of its officers, directors, or security holders, or of persons soliciting or giving any proxy or consent or authorization with respect to such security, the issuer shall file with the Commission a request that such registration shall expire and shall accompany such request with a written explanation of the reasons why the publication of such rule or regulation leads the issuer to make such request, such registration shall expire immediately upon receipt of such request or immediately before such rule or regulation becomes effective, whichever date is later. The absence of an express reservation, in an application for registration, of the rights herein granted shall not be deemed a waiver thereof.

(d) A security may be stricken from listing and registration by a national securities exchange if—

(1) Trading in such security has been terminated pursuant to a rule of such exchange requiring such termination whenever a security is admitted to trading on another exchange; and

(2) Listing and registration of such security has become effective on such other exchange.

required to those matters as to which an average prudent investor ought reasonably to be informed before buying or selling the security registered.

Parent. A "parent" of a specified person is an affiliate controlling such person directly, or indirectly through one or more intermediaries.

Predecessor. The term "predecessor" means a person the major portion of the business and assets of which another person acquired in a single succession or in a series of related successions in each of which the acquiring person acquired the major portion of the business and assets of the acquired person.

Previously filed or reported. The terms "previously filed" and "previously reported" mean previously filed with, or reported in, an application under section 12, a report under section 13 or 15 (d), a definitive proxy statement under section 14 of the Act, or a registration statement under the Securities Act of 1933; provided, that information contained in a report under section 15 (d) of the Act or in a registration statement under the Securities Act of 1933 shall be deemed to have been previously filed with, or reported to, an exchange only if such report or registration statement is filed with such exchange.

Principal underwriter. The term "principal underwriter" means an underwriter in privity of contract with the issuer of the securities as to which he is underwriter.

Promoter. The term "promoter" includes

(a) Any person who, acting alone or in conjunction with one or more other persons, directly or indirectly takes initiative in founding and organizing the business or enterprise of an issuer.

(b) Any person who, in connection with the founding and organizing of the business or enterprise of an issuer, directly or indirectly receives in consideration of services or property or both services and property 10 percent or more of any class of securities of the issuer or 10 percent or more of the proceeds from the sale of any class of such securities. However, a person who receives such securities or proceeds either solely as underwriting commissions or solely in consideration of property shall not be deemed a promoter within the meaning of this paragraph if such person does not otherwise take part in founding and organizing the enterprise.

Prospectus. Unless otherwise specified or the

context otherwise requires, the term "prospec means a prospectus meeting the requirement section 10 (a) of the Securities Act of 19. amended.

Registrant. The term "registrant❞ mests issuer of securities with respect to which us plication or a report is being filed.

Share. The term "share" means a shar stock in a corporation or unit of interest is unincorporated person.

Significant subsidiary. The term "signi subsidiary" means a subsidiary meeting any r of the following conditions:

(a) The assets of the subsidiary, or the ins ments in and advances to the subsidiary by parent and the parent's other subsidiaries, if exceed 15 percent of the assets of the parent and subsidiaries on a consolidated basis.

(b) The sales and operating revenues of subsidiary exceed 15 percent of the sales and erating revenues of its parent and the pare subsidiaries on a consolidated basis.

(c) The subsidiary is the parent of one or m subsidiaries and, together with such subsidiaris would, if considered in the aggregate, constit a significant subsidiary.

Subsidiary. A "subsidiary" of a specified pe son is an affiliate controlled by such person & rectly, or indirectly through one or more inte mediaries. (See also "majority-owned subs: iary", "significant subsidiary”, and “totallysubsidiary.")

Succession. The term "succession" means direct acquisition of the assets comprising a gett business, whether by merger, consolidation, p chase, or other direct transfer. The term does include the acquisition of control of a business w less followed by the direct acquisition of its ass The term "succeed" and "successor" have mest ings correlative to the foregoing.

Totally-held subsidiary. The term "tota held subsidiary" means a subsidiary (a) substa tially all of whose outstanding securities t owned by its parent and/or the parent's othe totally-held subsidiaries, and (b) which is indebted to any person other than its parent ar or the parent's totally-held subsidiaries in e amount which is material in relation to the pa ticular subsidiary, excepting indebtedness it curred in the ordinary course of business which s

ti

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 substan7 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