Where an item requires information to be given in a prospectus in tabular form it shall be given in substantially the tabular form specified in the item.

(b) All information contained in a prospectus shall be set forth under appropriate captions or headings reasonably indicative of the principal subject matter set forth thereunder. Except as to financial statements and other tabular data, all information set forth in a prospectus shall be divided into reasonably short paragraphs or sections.

(c) Every prospectus shall include in the forepart thereof a reasonably detailed table of contents showing the subject matter of the various sections or subdivisions of the prospectus and the page number on which each such section or subdivision begins.

(d) All information required to be included in a prospectus shall be clearly understandable without the necessity of referring to the particular form or to the General Rules and Regulations. Except as to financial statements and information required in tabular form, the information set forth in a prospectus may be expressed in condensed or summarized form. Financial statements included in a prospectus are to be set forth in comparative form if practicable, and shall include the notes thereto and the accountants' certificate.

Rule 422 Summaries or Outlines of Documents

Where a summary or outline of the provisions of any document is required, 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 a prospectus only to the extent permitted by this rule.

Rule 423 Date of Prospectuses

Except for a form of preliminary prospectus used after the effective date of the registration statement and prior to the opening of bids as permitted by Rule 415 (c), each prospectus used after the effective date of the registration statement shall be dated approximately as of such effective

date: Provided, however, That a revised or amended prospectus used thereafter need only bear the approximate date of its issuance. Each supplement to a prospectus shall be separately dated the approximate date of its issuance.

Rule 424 Filing of Prospectuses-Number of Copies

(a) In addition to the three copies of the proposed prospectus included in the body of the registration statement proper five copies of such prospectus shall be filed with the registration statement at the time the statement is filed. A copy of the cross reference sheet required by Rule 404 (c) shall accompany each copy of the prospectus so filed.

(b) Within 5 days after the effective date of a registration statement or the commencement of a public offering after the effective date of a registration statement, whichever occurs later, 25 copies of each form of prospectus used after the effective date in connection with such offering shall be filed with the Commission in the exact form in which it was used: Provided, however, That this paragraph shall not apply in respect of a form of prospectus contained in a registration statement and relating solely to securities offered at competitive bidding which prospectus is intended for use prior to the opening of bids.

(c) After the effective date of the registration statement, no prospectus which purports to com ply with section 10 of the Act and which varies from any form of prospectus filed pursuant to paragraph (b) of this section shall be used until 25 copies thereof have been filed with, or mailed for filing to, the Commission, together with 5 copies of a cross reference sheet similar to that previously filed, if changed: Provided, however, That this paragraph shall not apply in respect of a form of prospectus contained in a registration statement and relating solely to securities offered at competitive bidding which prospectus is intended for use prior to the opening of bids.

(d) Every prospectus consisting of a radio or television broadcast shall be reduced to writing. Five copies of every such prospectus shall be filed with the Commission at least 5 days before it is broadcast or otherwise issued to the public.

(e) Three copies of every form of prospectus sent or given to any person prior to the effective

date which varies from the form of prospectus filed pursuant to paragraph (a) shall be filed as a part of the registration statement not later than the date such form of prospectus is first sent or given to any person.

Rule 425 Statement Required in All Prospectuses

There shall be set forth on the outside front cover page of every prospectus the following statement in capital letters printed in boldface roman type at least as large as 10-point modern type and at least 2 points leaded:

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMIS. SION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

Rule 426 Statement as to Stabilizing

(a) If the registrant or any of the underwriters knows or has reasonable grounds to believe that there is an intention to over-allot or that the price of any security may be stabilized to facilitate the offering of the registered securities, there shall be set forth, either on the outside front cover page or on the inside front cover page of the prospectus, a statement in substantially the following form, subject to appropriate modifications where circumstances require. Such statement shall be in capital letters, printed in bold-face roman type at least as large as 10-point modern type and at least 2 points leaded:

IN CONNECTION WITH THIS OFFERNG, THE UNDERWRITERS MAY OVERALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF (Identify each class of securities in which such transactions may be effected) AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH TRANSACTIONS MAY BE EFFECTED ON (Identify each exchange on which stabilizing transactions may be effected. If none, omit this sentence.) SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.

(b) If the stabilizing began prior to the effective date of the registration statement, set forth in the prospectus the amount of securities bought, the prices at which bought and the period within which they were bought.

(c) If the securities being registered are to be offered to existing security holders pursuant to warrants or rights and any securities not taken by security holders are to be reoffered to the public after the expiration of the rights offering period, there shall be set forth by supplement or otherwise, in the prospectus used in connection with such reoffering (i) the amount of securities bought in stabilization activities during the rights offering period and the price or range of prices at which such securities were bought, (ii) the amount of the offered securities subscribed for during such period, (iii) the amount of the offered securities subscribed for by the underwriters during such period, (iv) the amount of the offered securities sold during such period by the underwriters and the price, or range of prices, at which such securities were sold and (v) the amount of the offered securities to be reoffered to the public and the public offering price.

Rule 427 Contents of Prospectuses Used After 9 Months

There may be omitted from any prospectus used more than 9 months after the effective date of the registration statement any information previously required to be contained in the prospectus insofar as later information covering the same subjects, including the latest available certified financial statements, as of a date not more than 16 months prior to the use of the prospectus is contained therein.

Rule 428 Invitations for Competitive Bids

Any information or documents contained in a registration statement may be omitted from any communication which is only an invitation for competitive bids for securities with respect to which a registration statement has been filed, provided (a) the terms of the bidding require that each bid shall be for the purchase of the entire amount of one or more of the issues; and (b) the communication states that prior to the acceptance of any bid the bidder will be furnished a copy of a prospectus which meets the requirements of sec

tion 10 (a) of the Act at that time. Any such form of communication to be sent or given to any person shall be filed as an exhibit to the registration statements.

Rule 429 Contents of Prospectus When Several Statements in Effect

When two or more registration statements become effective for different blocks of securities of the same class, a prospectus which meets the requirements of the Act and the rules and regulations of the Commission for use in connection with the securities covered by the latest registration statement will be deemed to meet such requirements for use in connection with the securities covered by the earlier registration statements, provided (except for a prospectus relating to a security currently offered by an issuer described in the last sentence of section 24 (d) of the Investment Company Act of 1940, as amended) such prospectus also contains the information contained in the earlier prospectuses with respect to (a) the underwriting, marketing and distribution arrangements, (b) the price to the public, underwriting discounts and commissions and proceeds to the registrant, and (c) the application of the proceeds.

Rule 430 Prospectus for Employees' Savings, Profit Sharing or Pension Plans

(a) Any prospectus for shares of stock of an issuer in which funds of a savings, profit sharing or pension plan for directors, officers or employees of the issuer are to be invested need contain only the information specified below if the prospectus is sent or given only to directors, officers or employees of the issuer who have previously received a prospectus for registered interests or participations in the plan and for registered shares of stock of the issuer and who have become members of the plan prior to receipt of the prospectus prepared in accordance with this rule:

(1) Such information (other than financial statements) in regard to the plan and the administration thereof and in regard to the issuer of the underlying stock and its subsidiaries as may be necessary to bring up to date the corresponding

information furnished to members of the plan in previous prospectuses.

(2) Financial statements of the plan corresponding to those included in previous prospectuses for each fiscal year after the last fiscal year for which financial statements of the plan were furnished to members of the plan in previous prospectuses.

(3) Financial statements of the issuer of the underlying stock and its subsidiaries corresponding to those included in previous prospectuses for each fiscal year after the last fiscal year for which financial statements of the issuer and its subsidiaries were furnished to members of the plan in previous prospectuses.

(b) The financial statements specified in paragraph (a) above may be omitted from any prospectus used in the manner specified in that paragraph if

(1) The fiscal year of the issuer of the underlying stock has ended within 90 days prior to the date when it is desired to distribute the prospectus to members of the plan.

(2) The prospectus contains, or is accompanied by, financial statements (which need not be certified) substantially meeting the requirements of paragraph (a).

(3) Within 120 days after the close of the fiscal year the financial statements omitted from the prospectus pursuant to this paragraph (b) are made conveniently available to all members of the plan at their respective places of employment.

(4) There is set forth in conspicuous print on the first page of the prospectus a statement as to the manner in which and the approximate date on which the financial statements will be made available to members of the plan pursuant to subparagraph (3) of this paragraph (b).

Rule 431 Prospectuses Supplementing Preliminary Material Supplied Previously

For the purposes of section 5 (b), a prospectus may consist of a copy of the latest proposed form of prospectus meeting the requirements of Rule 433 and a document containing such additional information that both together contain all of the information required to be included in a prospectus meeting the requirements of section 10 (a) at that time: Provided, That—

(1) The proposed form of prospectus is incorporated by reference into and made a part of the document;

(2) Where the proposed form of prospectus has been sent or given before the effective date of the registration statement, the document is sent or given not more than 20 days later;

(3) Where the proposed form of prospectus is sent or given after the effective date of the registration statement, the document is attached thereto; and,

(4) Three copies of the document have been filed as a part of the registration statement, and, in addition, five additional copies shall be filed with the Commission prior to its use.

Rule 432 Application of Amendments to Rules Governing Contents of Prospectuses

(a) The form and contents of any prospectus need conform only to the applicable rules in effect, and contain the information including financial statements specified therein, at the time the registration statement became effective (or, if amended pursuant to the provisions of section 24 (e) of the Investment Company Act of 1940 as amended, the effective date of the latest such amendment which contains a revised prospectus) notwithstanding subsequent amendments to such rules, except as otherwise provided in any such amendment or in paragraph (b) of this rule.

(b) When a stop order entered under section 8 (d) of the Act ceases to be effective as to a registration statement, the form and contents of any prospectus used thereafter for securities covered by such statement shall conform to the applicable rules in effect at the date such stop order ceases to be effective.

Rule 433 Prospectus For Use Prior to Effective Date

A form of prospectus filed as a part of the registration statement shall be deemed to meet the requirements of section 10 of the Act for the purpose of section 5 (b) (1) thereof prior to the effective date of the registration statement, provided the following conditions are met:

(a) Such form of prospectus contains substantially the information required by the Act and the rules and regulations thereunder to be in

cluded in a prospectus meeting the requirements of section 10 (a) of the Act for the securities being registered, or contains substantially that information except for the omission of information with respect to the offering price, underwriting discounts or commissions, discounts or commissions to dealers, amount of proceeds, conversion rates, call prices, or other matters dependent upon the offering price, and

(b) The outside front cover page of such form of prospectus shall bear, in red ink, the caption "Preliminary Prospectus," the date of its issuance, and the following statement printed in type as large as that generally in the body thereof:

A registration statement relating to these securities has been filed with the Securities and Exchange Commission, but has not yet become effective. Information contained herein is subject to completion or amendment. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This prospectus shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any State in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such State.

Rule 434 Summary Prospectus Prepared by Independent Organizations

(a) A bulletin, card or other document which summarizes information contained in a form of prospectus (hereinafter called a "preliminary prospectus") filed as a part of the registration statement and containing the information specified in paragraph (a) of Rule 433, shall be deemed to be a summary prospectus which meets the requirements of section 10 of the Act for the purpose of section 5 (b) (1) thereof prior to the effective date of the registration statement, provided the following conditions are met:

(1) Such summary prospectus is prepared by an independent organization primarily engaged in publishing statistical and financial manuals with respect to securities generally, as distinct from particular classes, issuers or localities, and in circulating to subscribers statistical and financial information and summaries.

(2) The issuer of the securities to which the prospectus relates is required to file reports pursuant to sections 13 or 15 (d) of the Securities Exchange Act of 1934.

(3) No consideration is paid directly or indi

rectly by such issuer, any underwriter or dealer participating or proposing to participate in the distribution, or any affiliate of any of the foregoing, for the preparation of the summary: Provided, however, That nothing herein shall prevent the payment of the usual subscription price, or the regular purchase price of reprints or copies.

(4) The summary prospectus shall be dated, shall contain a fair summary of information contained in the latest form of preliminary prospectus which has been filed as part of the registration statement at the time when the summary prospectus is issued by the orgaization preparing it, shall not stress the favorable as against the unfavorable aspects of the issuer or the security, and shall not include or be accompanied by any rating, recommendation, or other expression of opinion as to the merits of the issuer or the security. The summary may contain the name and adress of the organization issuing it, and the name and address of the person distributing it.

(5) The summary prospectus shall include on the front thereof substantially the following

statement:

Information contained herein is based upon a registration statement filed under the Federal Securities Act of 1933 which is subject to correction and amendment. These securities may not be sold nor may offers to buy them be accepted prior to the time when the registration statement becomes effective. Further and more complete information is contained in the prospectus which must be furnished to purchasers.

The summary prospectus may also contain any statement or legend required by state law or administrative authority.

(b) A summary prospectus used pursuant to this rule shall be subject to the suspension power of the Commission under section 10 (b) of the Act, but need not be filed with the Commission as part of any registration statement or otherwise.

Rule 434A Summary Prospectuses.

(a) A summary prospectus prepared and filed as a part of a registration statement in accordance with this rule shall be deemed to be a prospectus permitted under section 10 (b) of the Act for the purpose of section 5 (b) (1) of the Act if the form used for registration of the securities to be offered provides for the use of a summary prospectus and if either of the following conditions is met:

(1) At the time the registration statement is filed, the registrant is required to file periodic reports with the Commission pursuant to section 13 or 15 (d) of the Securities Exchange Act of 1934; or

(2) The registrant (i) has net assets of at least $5,000,000 as shown by the latest balance sheet filed with the registration statement; (ii) has filed profit and loss or income statements with the registration statement for a period of at least three full fiscal years and has been engaged in substantially the same business during the period covered by such statements; (iii) has had a net income of at least $500,000 for each of its last three fiscal years; and (iv) has distributed to its stockholders and made available to the public generally an informative annual report for each of its last three fiscal years which report included a profit and loss or income statement and appropriate statements of surplus for such year, and a balance sheet as of the end of such year, all prepared in accordance with generally accepted accounting principles and practices and certified in accordance with generally accepted auditing standards. Copies of such report shall be furnished for the information of the Commission at the time the registration statement is filed. The amounts specified in clauses (i) and (iii) shall be based on consolidated financial statements if such statements are filed. Notwithstanding the foregoing, clause (iv) shall not apply in a particular case if the Commission determines, upon a showing of good cause, that the use of a summary prospectus would not be inappropriate.

(b) A summary prospectus shall contain the information specified in the instructions as to summary prospectuses in the form used for registration of the securities to be offered. Such prospectus may include any other information the substance of which is contained in the registration statement except as otherwise specifically provided in the instructions as to summary prospectuses in the form used for registration. It shall not include any information the substance of which is not contained in the registration statement except that a summary prospectus may contain any information specified in Rule 134 (a). Negative answers to any item of the form may be omitted.