[Title 17 CFR ]
[Code of Federal Regulations (annual edition) - April 1, 2000 Edition]
[From the U.S. Government Printing Office]



[[Page i]]

          

                    17


          Part 240 to end

                         Revised as of April 1, 2000

Commodity and Securities Exchanges





          Containing a Codification of documents of general 
          applicability and future effect
          As of April 1, 2000
          With Ancillaries
          Published by
          Office of the Federal Register
          National Archives and Records
          Administration

As a Special Edition of the Federal Register



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                     U.S. GOVERNMENT PRINTING OFFICE
                            WASHINGTON : 2000



               For sale by U.S. Government Printing Office
 Superintendent of Documents, Mail Stop: SSOP, Washington, DC 20402-9328



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                            Table of Contents



                                                                    Page
  Explanation.................................................       v

  Title 17:
          Chapter II--Securities and Exchange Commission 
          (Continued)                                                3
          Chapter IV--Department of the Treasury                   799
  Finding Aids:
      Table of CFR Titles and Chapters........................     871
      Alphabetical List of Agencies Appearing in the CFR......     889
      Table of OMB Control Numbers............................     899
      List of CFR Sections Affected...........................     905



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                     ----------------------------

                     Cite this Code:  CFR
                     To cite the regulations in 
                       this volume use title, 
                       part and section number. 
                       Thus,  17 CFR 240.0-1 
                       refers to title 17, part 
                       240, section 0-1.

                     ----------------------------

[[Page v]]



                               EXPLANATION

    The Code of Federal Regulations is a codification of the general and 
permanent rules published in the Federal Register by the Executive 
departments and agencies of the Federal Government. The Code is divided 
into 50 titles which represent broad areas subject to Federal 
regulation. Each title is divided into chapters which usually bear the 
name of the issuing agency. Each chapter is further subdivided into 
parts covering specific regulatory areas.
    Each volume of the Code is revised at least once each calendar year 
and issued on a quarterly basis approximately as follows:

Title 1 through Title 16.................................as of January 1
Title 17 through Title 27..................................as of April 1
Title 28 through Title 41...................................as of July 1
Title 42 through Title 50................................as of October 1

    The appropriate revision date is printed on the cover of each 
volume.

LEGAL STATUS

    The contents of the Federal Register are required to be judicially 
noticed (44 U.S.C. 1507). The Code of Federal Regulations is prima facie 
evidence of the text of the original documents (44 U.S.C. 1510).

HOW TO USE THE CODE OF FEDERAL REGULATIONS

    The Code of Federal Regulations is kept up to date by the individual 
issues of the Federal Register. These two publications must be used 
together to determine the latest version of any given rule.
    To determine whether a Code volume has been amended since its 
revision date (in this case, April 1, 2000), consult the ``List of CFR 
Sections Affected (LSA),'' which is issued monthly, and the ``Cumulative 
List of Parts Affected,'' which appears in the Reader Aids section of 
the daily Federal Register. These two lists will identify the Federal 
Register page number of the latest amendment of any given rule.

EFFECTIVE AND EXPIRATION DATES

    Each volume of the Code contains amendments published in the Federal 
Register since the last revision of that volume of the Code. Source 
citations for the regulations are referred to by volume number and page 
number of the Federal Register and date of publication. Publication 
dates and effective dates are usually not the same and care must be 
exercised by the user in determining the actual effective date. In 
instances where the effective date is beyond the cut-off date for the 
Code a note has been inserted to reflect the future effective date. In 
those instances where a regulation published in the Federal Register 
states a date certain for expiration, an appropriate note will be 
inserted following the text.

OMB CONTROL NUMBERS

    The Paperwork Reduction Act of 1980 (Pub. L. 96-511) requires 
Federal agencies to display an OMB control number with their information 
collection request.

[[Page vi]]

Many agencies have begun publishing numerous OMB control numbers as 
amendments to existing regulations in the CFR. These OMB numbers are 
placed as close as possible to the applicable recordkeeping or reporting 
requirements.

OBSOLETE PROVISIONS

    Provisions that become obsolete before the revision date stated on 
the cover of each volume are not carried. Code users may find the text 
of provisions in effect on a given date in the past by using the 
appropriate numerical list of sections affected. For the period before 
January 1, 1986, consult either the List of CFR Sections Affected, 1949-
1963, 1964-1972, or 1973-1985, published in seven separate volumes. For 
the period beginning January 1, 1986, a ``List of CFR Sections 
Affected'' is published at the end of each CFR volume.

CFR INDEXES AND TABULAR GUIDES

    A subject index to the Code of Federal Regulations is contained in a 
separate volume, revised annually as of January 1, entitled CFR Index 
and Finding Aids. This volume contains the Parallel Table of Statutory 
Authorities and Agency Rules (Table I). A list of CFR titles, chapters, 
and parts and an alphabetical list of agencies publishing in the CFR are 
also included in this volume.
    An index to the text of ``Title 3--The President'' is carried within 
that volume.
    The Federal Register Index is issued monthly in cumulative form. 
This index is based on a consolidation of the ``Contents'' entries in 
the daily Federal Register.
    A List of CFR Sections Affected (LSA) is published monthly, keyed to 
the revision dates of the 50 CFR titles.

REPUBLICATION OF MATERIAL

    There are no restrictions on the republication of material appearing 
in the Code of Federal Regulations.

INQUIRIES

    For a legal interpretation or explanation of any regulation in this 
volume, contact the issuing agency. The issuing agency's name appears at 
the top of odd-numbered pages.
    For inquiries concerning CFR reference assistance, call 202-523-5227 
or write to the Director, Office of the Federal Register, National 
Archives and Records Administration, Washington, DC 20408.

SALES

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ELECTRONIC SERVICES

    The full text of the Code of Federal Regulations, the LSA (List of 
CFR Sections Affected), The United States Government Manual, the Federal 
Register, Public Laws, Weekly Compilation of Presidential Documents and 
the Privacy Act Compilation are available in electronic format at 
www.access.gpo.gov/nara (``GPO Access''). For more information, contact 
Electronic Information Dissemination Services, U.S. Government Printing 
Office. Phone 202-512-1530, or 888-293-6498 (toll-free). E-mail, 
gpoaccess@gpo.gov.

[[Page vii]]

    The Office of the Federal Register also offers a free service on the 
National Archives and Records Administration's (NARA) World Wide Web 
site for public law numbers, Federal Register finding aids, and related 
information. Connect to NARA's web site at www.nara.gov/fedreg. The NARA 
site also contains links to GPO Access.

                              Raymond A. Mosley,
                                    Director,
                          Office of the Federal Register.

April 1, 2000.



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                               THIS TITLE

    Title 17--Commodity and Securities Exchanges is composed of three 
volumes. The first volume containing parts 1 to 199, comprises Chapter 
I--Commodity Futures Trading Commission. The second volume contains 
Chapter II--Securities and Exchange Commission, parts 200 to 239. The 
third volume, comprising part 240 to end, contains the remaining 
regulations of the Securities and Exchange Commission, and Chapter IV--
Department of the Treasury. The contents of these volumes represent all 
current regulations issued by the Commodity Futures Trading Commission, 
the Securities and Exchange Commission, and the Department of the 
Treasury as of April 1, 2000.

    The OMB control numbers for the Securities and Exchange Commission 
appear in Sec. 200.800 of Chapter II. For the convenience of the user, 
Sec. 200.800 is reprinted in the Finding Aids section of the volume 
containing part 240 to end.

    For this volume, Jonn V. Lilyea was Chief Editor. The Code of 
Federal Regulations publication program is under the direction of 
Frances D. McDonald, assisted by Alomha S. Morris.

[[Page x]]





[[Page 1]]



              TITLE 17--COMMODITY AND SECURITIES EXCHANGES




                  (This book contains part 240 to end)

  --------------------------------------------------------------------
                                                                    Part

chapter ii--Securities and Exchange Commission--(Continued).         240

chapter iv--Department of the Treasury......................         400

[[Page 3]]



                       CHAPTER II--SECURITIES AND






                     EXCHANGE COMMISSION--Continued




  --------------------------------------------------------------------
Part                                                                Page
240             General rules and regulations, Securities 
                    Exchange Act of 1934....................           5
241             Interpretative releases relating to the 
                    Securities Exchange Act of 1934 and 
                    general rules and regulations thereunder         455
242             Regulations M and ATS.......................         459
249             Forms, Securities Exchange Act of 1934......         476
249a

Forms, Securities Investor Protection Act of 1970 [Reserved]

249b            Further forms, Securities Exchange Act of 
                    1934....................................         492
250             General rules and regulations, Public 
                    Utility Holding Company Act of 1935.....         493
251             Interpretative releases relating to the 
                    Public Utility Holding Company Act of 
                    1935 and general rules and regulations 
                    thereunder..............................         537
256             Uniform system of accounts for mutual 
                    service companies and subsidiary service 
                    companies, Public Utility Holding 
                    Company Act of 1935.....................         538
257             Preservation and destruction of records of 
                    registered public utility holding 
                    companies and of mutual and subsidiary 
                    service companies.......................         556
259             Forms prescribed under the Public Utility 
                    Holding Company Act of 1935.............         564
260             General rules and regulations, Trust 
                    Indenture Act of 1939...................         568
261             Interpretative releases relating to the 
                    Trust Indenture Act of 1939 and general 
                    rules and regulations thereunder........         585
269             Forms prescribed under the Trust Indenture 
                    Act of 1939.............................         586
270             Rules and regulations, Investment Company 
                    Act of 1940.............................         589
271             Interpretative releases relating to the 
                    Investment Company Act of 1940 and 
                    general rules and regulations thereunder         735

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274             Forms prescribed under the Investment 
                    Company Act of 1940.....................         738
275             Rules and regulations, Investment Advisers 
                    Act of 1940.............................         746
276             Interpretative releases relating to the 
                    Investment Advisers Act of 1940 and 
                    general rules and regulations thereunder         775
279             Forms prescribed under the Investment 
                    Advisers Act of 1940....................         776
281             Interpretative releases relating to 
                    corporate reorganizations under Chapter 
                    X of the Bankruptcy Act.................         777
285             Rules and regulations pursuant to section 
                    15(a) of the Bretton Woods Agreements 
                    Act.....................................         777
286             General rules and regulations pursuant to 
                    section 11(a) of the Inter-American 
                    Development Bank Act....................         779
287             General rules and regulations pursuant to 
                    section 11(a) of the Asian Development 
                    Bank Act................................         781
288             General rules and regulations pursuant to 
                    section 9(a) of the African Development 
                    Bank Act................................         783
289             General rules and regulations pursuant to 
                    section 13(a) of the International 
                    Finance Corporation Act.................         785
290             General rules and regulations pursuant to 
                    section 9(a) of the European Bank for 
                    Reconstruction and Development Act......         787
300             Rules of the Securities Investor Protection 
                    Corporation.............................         789
301             Forms, Securities Investor Protection 
                    Corporation.............................         796

[[Page 5]]



PART 240--GENERAL RULES AND REGULATIONS, SECURITIES EXCHANGE ACT OF 1934--Table of Contents




 Subpart A--Rules and Regulations Under the Securities Exchange Act of 
                                  1934

                      Rules of General Application

Sec.
240.0-1  Definitions.
240.0-2  Business hours of the Commission.
240.0-3  Filing of material with the Commission.
240.0-4  Nondisclosure of information obtained in examinations and 
          investigations.
240.0-5  Reference to rule by obsolete designation.
240.0-6  Disclosure detrimental to the national defense or foreign 
          policy.
240.0-8  Application of rules to registered broker-dealers.
240.0-9  Payment of fees.
240.0-10  Small entities under the Securities Exchange Act for purposes 
          of the Regulatory Flexibility Act.
240.0-11  Filing fees for certain acquisitions, dispositions and similar 
          transactions.
240.0-12  Commission procedures for filing applications for orders for 
          exemptive relief under Section 36 of the Exchange Act.
240.3a1-1  Exemption from the definition of ``Exchange'' under Section 
          3(a)(1) of the Act.

   Definition of ``Equity Security'' as Used in Sections 12(g) and 16

240.3a4-1  Associated persons of an issuer deemed not to be brokers.
240.3a11-1  Definition of the term ``equity security''.

                        Miscellaneous Exemptions

240.3a12-1  Exemption of certain mortgages and interests in mortgages.
240.3a12-2  [Reserved]
240.3a12-3  Exemption from sections 14(a), 14(b), 14(c), 14(f), and 16 
          for securities of certain foreign issuers.
240.3a12-4  Exemptions from sections 15(a) and 15(c)(3) for certain 
          mortgage securities.
240.3a12-5  Exemption of certain investment contract securities from 
          sections 7(c) and 11(d)(1).
240.3a12-6  Definition of ``common trust fund'' as used in section 
          3(a)(12) of the Act.
240.3a12-7  Exemption for certain derivative securities traded otherwise 
          than on a national securities exchange.
240.3a12-8  Exemption for designated foreign government securities for 
          purposes of futures trading.
240.3a12-9  Exemption of certain direct participation program securities 
          from the arranging provisions of sections 7(c) and 11(d)(1).
240.3a12-10  Exemption of certain securities issued by the Resolution 
          Funding Corporation.
240.3a12-11  Exemption from sections 8(a), 14(a), 14(b), and 14(c) for 
          debt securities listed on a national securities exchange.
240.3a40-1  Designation of financial responsibility rules.
240.3a43-1  Customer-related government securities activities incidental 
          to the futures-related business of a futures commission 
          merchant registered with the Commodity Futures Trading 
          Commission.
240.3a44-1  Proprietary government securities transactions incidental to 
          the futures-related business of a CFTC-regulated person.
240.3a51-1  Definition of ``penny stock''.

                               Definitions

240.3b-1  Definition of ``listed''.
240.3b-2  Definition of ``officer''.
240.3b-3  Definition of ``short sale''.
240.3b-4  Definition of ``foreign government,'' ``foreign issuer'' and 
          ``foreign private issuer''.
240.3b-5  Non-exempt securities issued under governmental obligations.
240.3b-6  Liability for certain statements by issuers.
240.3b-7  Definition of ``executive officer''.
240.3b-8  Definitions of ``Qualified OTC Market Maker, Qualified Third 
          Market Maker'' and ``Qualified Block Positioner''.
240.3b-9  Definition of ``bank'' for purposes of section 3(a) (4) and 
          (5) of the Act.
240.3b-10  [Reserved]
240.3b-11  Definitions relating to limited partnership roll-up 
          transactions for purposes of sections 6(b)(9), 14(h) and 
          15A(b)(12)-(13).
240.3b-12  Definition of OTC derivatives dealer.
240.3b-13  Definition of eligible OTC derivative instrument.
240.3b-14  Definition of cash management securities activities.
240.3b-15  Definition of ancillary portfolio management securities 
          activities.
240.3b-16  Definitions of terms used in Section 3(a)(1) of the Act.

                 Registration and Exemption of Exchanges

240.6a-1  Application for registration as a national securities exchange 
          or exemption from registration based on limited volume.
240.6a-2  Amendments to application.
240.6a-3  Supplemental material to be filed by exchanges.

[[Page 6]]

240.7c2-1  [Reserved]

                 Hypothecation of Customers' Securities

240.8c-1  Hypothecation of customers' securities.
240.9b-1  Options disclosure document.

                               Short Sales

240.10a-1  Short sales.
240.10a-2  Requirements for covering purchases.

           Manipulative and Deceptive Devices and Contrivances

240.10b-1  Prohibition of use of manipulative or deceptive devices or 
          contrivances with respect to certain securities exempted from 
          registration.
240.10b-2  [Reserved]
240.10b-3  Employment of manipulative and deceptive devices by brokers 
          or dealers.
240.10b-4  [Reserved]
240.10b-5  Employment of manipulative and deceptive devices.
240.10b-6--240.10b-8  [Reserved]
240.10b-9  Prohibited representations in connection with certain 
          offerings.
240.10b-10  Confirmation of transactions.
240.10b-13  [Reserved]
240.10b-16  Disclosure of credit terms in margin transactions.
240.10b-17  Untimely announcements of record dates.
240.10b-18  Purchases of certain equity securities by the issuer and 
          others.
240.10b-21  [Reserved]

                        Reports Under Section 10A

240.10A-1  Notice to the Commission Pursuant to Section 10A of the Act.

            Adoption of Floor Trading Regulation (Rule 11a-1)

240.11a-1  Regulation of floor trading.
240.11a1-1(T)  Transactions yielding priority, parity, and precedence.
240.11a1-2  Transactions for certain accounts of associated persons of 
          members.
240.11a1-3(T)  Bona fide hedge transactions in certain securities.
240.11a1-4(T)  Bond transactions on national securities exchanges.
240.11a1-5  Transactions by registered competitive market makers and 
          registered equity market makers.
240.11a1-6  Transactions for certain accounts of OTC derivatives 
          dealers.
240.11a2-2(T)  Transactions effected by exchange members through other 
          members.

            Adoption of Regulation on Conduct of Specialists

240.11b-1  Regulation of specialists.

          Exemption of Certain Securities From Section 11(d)(1)

240.11d1-1  Exemption of certain securities from section 11(d)(1).
240.11d1-2  Exemption from section 11(d)(1) for certain investment 
          company securities held by broker-dealers as collateral in 
          margin accounts.

            Registration of Securities Information Processors

240.11Aa2-1  Designation of national market system securities.
240.11Aa3-1  Dissemination of transaction reports and last sale data 
          with respect to transactions in reported securities.
240.11Aa3-2  Filing and amendment of national market system plans.
240.11Ab2-1  Registration of securities information processors: Form of 
          application and amendments.
240.11Ac1-1  Dissemination of quotations.
240.11Ac1-2  Display of transaction reports, last sale data and 
          quotation information.
240.11Ac1-3  Customer account statements.
240.11Ac1-4  Display of customer limit orders.

                  Securities Exempted From Registration

240.12a-4  Exemption of certain warrants from section 12(a).
240.12a-5  Temporary exemption of substituted or additional securities.
240.12a-6  Exemption of securities underlying certain options from 
          section 12(a).
240.12a-7  Exemption of stock contained in standardized market baskets 
          from section 12(a) of the Act.
240.12a-8  Exemption of depositary shares.

               Regulation 12B: Registration and Reporting

                                 General

240.12b-1  Scope of regulation.
240.12b-2  Definitions.
240.12b-3  Title of securities.
240.12b-4  Supplemental information.
240.12b-5  Determination of affiliates of banks.
240.12b-6  When securities are deemed to be registered.
240.12b-7  [Reserved]

                           Formal Requirements

240.12b-10  Requirements as to proper form.
240.12b-11  Number of copies; signatures; binding.
240.12b-12  Requirements as to paper, printing and language.
240.12b-13  Preparation of statement or report.
240.12b-14  Riders; inserts.
240.12b-15  Amendments.

[[Page 7]]

                   General Requirements as to Contents

240.12b-20  Additional information.
240.12b-21  Information unknown or not available.
240.12b-22  Disclaimer of control.
240.12b-23  Incorporation by reference.
240.12b-24  [Reserved]
240.12b-25  Notification of inability to timely file all or any required 
          portion of a Form 10-K, 10-KSB, 20-F, 11-K, N-SAR, Form 10-Q 
          or Form 10-QSB.

                                Exhibits

240.12b-30  Additional exhibits.
240.12b-31  Omission of substantially identical documents.
240.12b-32  Incorporation of exhibits by reference.
240.12b-33  Annual reports to other Federal agencies.

                           Special Provisions

240.12b-35  [Reserved]
240.12b-36  Use of financial statements filed under other acts.

      Certification by Exchanges and Effectiveness of Registration

240.12d1-1  Registration effective as to class or series.
240.12d1-2  Effectiveness of registration.
240.12d1-3  Requirements as to certification.
240.12d1-4  Date of receipt of certification by Commission.
240.12d1-5  Operation of certification on subsequent amendments.
240.12d1-6  Withdrawal of certification.

    Suspension of Trading, Withdrawal, and Striking From Listing and 
                              Registration

240.12d2-1  Suspension of trading.
240.12d2-2  Removal from listing and registration.

                            Unlisted Trading

240.12f-1  Applications for permission to reinstate unlisted trading 
          privileges.
240.12f-2  Extending unlisted trading privileges to a security that is 
          the subject of an initial public offering.
240.12f-3  Termination or suspension of unlisted trading privileges.
240.12f-4  Exemption of securities admitted to unlisted trading 
          privileges from sections 13, 14, and 16.
240.12f-5  Exchange rules for securities to which unlisted trading 
          privileges are extended.
240.12f-6  [Reserved]

            Extensions and Temporary Exemptions; Definitions

240.12g-1  Exemption from section 12(g).
240.12g-2  Securities deemed to be registered pursuant to section 
          12(g)(1) upon termination of exemption pursuant to section 
          12(g)(2) (A) or (B).
240.12g-3  Registration of securities of successor issuers under section 
          12(b) or 12(g).
240.12g3-2  Exemptions for American depositary receipts and certain 
          foreign securities.
240.12g-4  Certifications of termination of registration under section 
          12(g).
240.12g5-1  Definition of securities ``held of record''.
240.12g5-2  Definition of ``total assets''.
240.12h-1  Exemptions from registration under section 12(g) of the Act.
240.12h-2  [Reserved]
240.12h-3  Suspension of duty to file reports under section 15(d).
240.12h-4  Exemption from duty to file reports under section 15(d).

Regulation 13A: Reports of Issuers of Securities Registered Pursuant to 
                               Section 12

                             Annual Reports

240.13a-1  Requirements of annual reports.
240.13a-2  [Reserved]
240.13a-3  Reporting by Form 40-F registrant.

                              Other Reports

240.13a-10  Transition reports.
240.13a-11  Current reports on Form 8-K (Sec. 249.308 of this chapter).
240.13a-13  Quarterly reports on Form 10-Q and Form 10-QSB 
          (Sec. 249.308a and Sec. 249.308b of this chapter).
240.13a-16  Reports of foreign private issuers on Form 6-K (17 CFR 
          249.306).
240.13a-17  [Reserved]

  Regulation 13b-2: Maintenance of Records and Preparation of Required 
                                 Reports

240.13b2-1  Falsification of accounting records.
240.13b2-2  Issuers representations in connection with the preparation 
          of required reports and documents.

                             Regulation 13D

240.13d-1  Filing of Schedules 13D and 13G.
240.13d-2  Filing of amendments to Schedules 13D or 13G.
240.13d-3  Determination of beneficial owner.
240.13d-4  Disclaimer of beneficial ownership.
240.13d-5  Acquisition of securities.
240.13d-6  Exemption of certain acquisitions.
240.13d-7  Dissemination.
240.13d-101  Schedule 13D--Information to be included in statements 
          filed pursuant to Sec. 240.13d-1(a) and amendments thereto 
          filed pursuant to Sec. 240.13d-2(a).
240.13d-102  Schedule 13G--Information to be included in statements 
          filed pursuant to

[[Page 8]]

          Sec. 240.13d-1(b), (c), and (d) and amendments thereto filed 
          pursuant to Sec. 240.13d-2(b).
240.13e-1  Purchase of securities by the issuer during a third-party 
          tender offer.
240.13e-2  [Reserved]
240.13e-3  Going private transactions by certain issuers or their 
          affiliates.
240.13e-4  Tender offers by issuers.
240.13e-100  Schedule 13E-3, Transaction statement under section 13(e) 
          of the Securities Exchange Act of 1934 and Rule 13e-3 
          (Sec. 240.13e-3) thereunder.
240.13e-101  [Reserved]
240.13e-102  Schedule 13E-4F. Tender offer statement pursuant to section 
          13(e) (1) of the Securities Exchange Act of 1934 and 
          Sec. 240.13e-4 thereunder.
240.13f-1  Reporting by institutional investment managers of information 
          with respect to accounts over which they exercise investment 
          discretion.

                Regulation 14A: Solicitations of Proxies

240.14a-1  Definitions.
240.14a-2  Solicitations to which Sec. 240.14a-3 to Sec. 240.14a-15 
          apply.
240.14a-3  Information to be furnished to security holders.
240.14a-4  Requirements as to proxy.
240.14a-5  Presentation of information in proxy statement.
240.14a-6  Filing requirements.
240.14a-7  Obligations of registrants to provide a list of, or mail 
          soliciting material to, security holders.
240.14a-8  Shareholder proposals.
240.14a-9  False or misleading statements.
240.14a-10  Prohibition of certain solicitations.
240.14a-11  [Reserved]
240.14a-12  Solicitation before furnishing a proxy statement.
240.14a-13  Obligation of registrants in communicating with beneficial 
          owners.
240.14a-14  Modified or superseded documents.
240.14a-15  Differential and contingent compensation in connection with 
          roll-up transactions.
240.14a-101  Schedule 14A. Information required in proxy statement.
240.14a-102  [Reserved]
240.14a-103  Notice of Exempt Solicitation. Information to be included 
          in statements submitted by or on behalf of a person pursuant 
          to Sec. 240.14a-6(g).
240.14a-104  Notice of Exempt Preliminary Roll-up Communication. 
          Information regarding ownership interests and any potential 
          conflicts of interest to be included in statements submitted 
          by or on behalf of a person pursuant to Sec. 240.14a-2(b)(4) 
          and Sec. 240.14a-6(n).
240.14b-1  Obligation of registered brokers and dealers in connection 
          with the prompt forwarding of certain communications to 
          beneficial owners.
240.14b-2  Obligation of banks, associations and other entities that 
          exercise fiduciary powers in connection with the prompt 
          forwarding of certain communications to beneficial owners.

  Regulation 14C: Distribution of Information Pursuant to Section 14(c)

240.14c-1  Definitions.
240.14c-2  Distribution of information statement.
240.14c-3  Annual report to be furnished security holders.
240.14c-4  Presentation of information in information statement.
240.14c-5  Filing requirements.
240.14c-6  False or misleading statements.
240.14c-7  Providing copies of material for certain beneficial owners.
240.14c-101  Schedule 14C. Information required in information 
          statement.

                             Regulation 14D

240.14d-1  Scope of and definitions applicable to Regulations 14D and 
          14E.
240.14d-2  Commencement of a tender offer.
240.14d-3  Filing and transmission of tender offer statement.
240.14d-4  Dissemination of tender offers to security holders.
240.14d-5  Dissemination of certain tender offers by the use of 
          stockholder lists and security position listings.
240.14d-6  Disclosure of tender offer information to security holders.
240.14d-7  Additional withdrawal rights.
240.14d-8  Exemption from statutory pro rata requirements.
240.14d-9  Recommendation or solicitation by the subject company and 
          others.
240.14d-10  Equal treatment of security holders.
240.14d-11  Subsequent offering period.
240.14d-100  Schedule TO. Tender offer statement under section 14(d)(1) 
          or 13(e)(1) of the Securities Exchange Act of 1934.
240.14d-101  Schedule 14D-9.
240.14d-102  Schedule 14D-1F. Tender offer statement pursuant to rule 
          14d-1(b) under the Securities Exchange Act of 1934.
240.14d-103  Schedule 14D-9F. Solicitation/recommendation statement 
          pursuant to section 14(d)(4) of the Securities Exchange Act of 
          1934 and rules 14d-1(b) and 14e-2(c) thereunder.

                             Regulation 14E

240.14e-1  Unlawful tender offer practices.
240.14e-2  Position of subject company with respect to a tender offer.
240.14e-3  Transactions in securities on the basis of material, 
          nonpublic information in the context of tender offers.

[[Page 9]]

240.14e-4  Prohibited transactions in connection with partial tender 
          offers.
240.14e-5  Prohibiting purchases outside of a tender offer.
240.14e-6  Repurchase offers by certain closed-end registered investment 
          companies.
240.14e-7  Unlawful tender offer practices in connection with roll-ups.
240.14e-8  Prohibited conduct in connection with pre-commencement 
          communications.
240.14f-1  Change in majority of directors.

              Exemption of Certain OTC Derivatives Dealers

240.15a-1  Securities activities of OTC derivatives dealers.

           Exemption of Certain Securities From Section 15(a)

240.15a-2  Exemption of certain securities of cooperative apartment 
          houses from section 15(a).
240.15a-3  [Reserved]
240.15a-4  Forty-five day exemption from registration for certain 
          members of national securities exchanges.
240.15a-5  Exemption of certain nonbank lenders.

                   Registration of Brokers and Dealers

240.15a-6  Exemption of certain foreign brokers or dealers.
240.15b1-1  Application for registration of brokers or dealers.
240.15b1-2  [Reserved]
240.15b1-3  Registration of successor to registered broker or dealer.
240.15b1-4  Registration of fiduciaries.
240.15b1-5  Consent to service of process to be furnished by nonresident 
          brokers or dealers and by nonresident general partners or 
          managing agents of brokers or dealers.
240.15b2-2  Inspection of newly registered brokers and dealers.
240.15b3-1  Amendments to application.
240.15b5-1  Extension of registration for purposes of the Securities 
          Investor Protection Act of 1970 after cancellation or 
          revocation.
240.15b6-1  Withdrawal from registration.
240.15b7-1  Compliance with qualification requirements of self-
          regulatory organizations.
240.15b7-3T  Operational capability in a Year 2000 environment.
240.15b9-1  Exemption for certain exchange members.
240.15b9-2  Exemption from SRO membership for OTC derivatives dealers.

               Rules Relating to Over-the-Counter Markets

240.15c1-1  Definitions.
240.15c1-2  Fraud and misrepresentation.
240.15c1-3  Misrepresentation by brokers, dealers and municipal 
          securities dealers as to registration.
240.15c1-4  [Reserved]
240.15c1-5  Disclosure of control.
240.15c1-6  Disclosure of interest in distribution.
240.15c1-7  Discretionary accounts.
240.15c1-8  Sales at the market.
240.15c1-9  Use of pro forma balance sheets.
240.15c2-1  Hypothecation of customers' securities.
240.15c2-3  [Reserved]
240.15c2-4  Transmission or maintenance of payments received in 
          connection with underwritings.
240.15c2-5  Disclosure and other requirements when extending or 
          arranging credit in certain transactions.
240.15c2-6  [Reserved]
240.15c2-7  Identification of quotations.
240.15c2-8  Delivery of prospectus.
240.15c2-11  Initiation or resumption of quotations without specific 
          information.
240.15c2-12  Municipal securities disclosure.
240.15c3-1  Net capital requirements for brokers or dealers.
240.15c3-1a  Options (Appendix A to 17 CFR 240.15c3-1).
240.15c3-1b  Adjustments to net worth and aggregate indebtedness for 
          certain commodities transactions (Appendix B to 17 CFR 
          240.15c3-1).
240.15c3-1c  Consolidated computations of net capital and aggregate 
          indebtedness for certain subsidiaries and affiliates (Appendix 
          C to 17 CFR 240.15c3-1).
240.15c3-1d  Satisfactory Subordination Agreements (Appendix D to 17 CFR 
          240.15c3-1).
240.15c3-1e  Temporary Minimum Requirements (Appendix E to 17 CFR 
          240.15c3-1e).
240.15c3-1f  Optional market and credit risk requirements for OTC 
          derivatives dealers (Appendix F to 17 CFR 240.15c3-1)
240.15c3-2  Customers' free credit balances.
240.15c3-3  Customer protection--reserves and custody of securities.
240.15c3-3a  Exhibit A--formula for determination reserve requirement of 
          brokers and dealers under Sec. 240.15c3-3.
240.15c3-4  Internal risk management control systems for OTC derivatives 
          dealers.
240.15c6-1  Settlement cycle.

 Regulation 15D: Reports of Registrants Under the Securities Act of 1933

                             Annual Reports

240.15d-1  Requirement of annual reports.
240.15d-2  Special financial report.
240.15d-3  Reports for depositary shares registered on Form F-6.
240.15d-4  Reporting by Form 40-F Registrants.
240.15d-5  Reporting by successor issuers.

[[Page 10]]

240.15d-6  Suspension of duty to file reports.

                              Other Reports

240.15d-10  Transition reports.
240.15d-11  Current reports on Form 8-K (Sec. 249.308 of this chapter).
240.15d-13  Quarterly reports on Form 10-Q and Form 10-QSB 
          (Sec. 249.308a and Sec. 249.308b of this chapter).
240.15d-16  Reports of foreign private issuers on Form 6-K [17 CFR 
          249.306].
240.15d-17  [Reserved]

       Exemption of Certain Issuers From Section 15(d) of the Act

240.15d-21  Reports for employee stock purchase, savings and similar 
          plans.
240.15g-1  Exemptions for certain transactions.
240.15g-2  Risk disclosure document relating to the penny stock market.
240.15g-3  Broker or dealer disclosure of quotations and other 
          information relating to the penny stock market.
240.15g-4  Disclosure of compensation to brokers or dealers.
240.15g-5  Disclosure of compensation of associated persons in 
          connection with penny stock transactions.
240.15g-6  Account statements for penny stock customers.
240.15g-8  Sales of escrowed securities of blank check companies.
240.15g-9  Sales practice requirements for certain low-priced 
          securities.
240.15g-100  Schedule 15G--Information to be included in the document 
          distributed pursuant to 17 CFR 240.15g-2.

             National and Affiliated Securities Associations

240.15Aa-1  Registration of a national or an affiliated securities 
          association.
240.15Aj-1  Amendments and supplements to registration statements of 
          securities associations.
240.15Al2-1  [Reserved]
240.15Ba2-1  Application for registration of municipal securities 
          dealers which are banks or separately identifiable departments 
          or divisions of banks.
240.15Ba2-2  Application for registration of non-bank municipal 
          securities dealers whose business is exclusively intrastate.
240.15Ba2-4  Registration of successor to registered municipal 
          securities dealer.
240.15Ba2-5  Registration of fiduciaries.
240.15Ba2-6  [Reserved]
240.15Bc3-1  Withdrawal from registration of municipal securities 
          dealers.
240.15Bc7-1  Availability of examination reports.

Registration of Government Securities Brokers and Government Securities 
                                 Dealers

240.15Ca1-1  Notice of government securities broker-dealer activities.
240.15Ca2-1  Application for registration as a government securities 
          broker or government securities dealer.
240.15Ca2-2  [Reserved]
240.15Ca2-3  Registration of successor to registered government 
          securities broker or government securities dealer.
240.15Ca2-4  Registration of fiduciaries.
240.15Ca2-5  Consent to service of process to be furnished by non-
          resident government securities brokers or government 
          securities dealers and by non-resident general partners or 
          managing agents of government securities brokers or government 
          securities dealers.
240.15Cc1-1  Withdrawal from registration of government securities 
          brokers or government securities dealers.

       Reports of Directors, Officers, and Principal Shareholders

240.16a-1  Definition of terms.
240.16a-2  Persons and transactions subject to section 16.
240.16a-3  Reporting transactions and holdings.
240.16a-4  Derivative securities.
240.16a-5  Odd-lot dealers.
240.16a-6  Small acquisitions.
240.16a-7  Transactions effected in connection with a distribution.
240.16a-8  Trusts.
240.16a-9  Stock splits, stock dividends, and pro rata rights.
240.16a-10  Exemptions under section 16(a).
240.16a-11  Dividend or interest reinvestment plans.
240.16a-12  Domestic relations orders.
240.16a-13  Change in form of beneficial ownership.

          Exemption of Certain Transactions From Section 16(b)

240.16b-1  Transactions approved by a regulatory authority.
240.16b-2  [Reserved]
240.16b-3  Transactions between an issuer and its officers or directors.
240.16b-4  [Reserved]
240.16b-5  Bona fide gifts and inheritance.
240.16b-6  Derivative securities.
240.16b-7  Mergers, reclassifications, and consolidations.
240.16b-8  Voting trusts.

          Exemption of Certain Transactions From Section 16(c)

240.16c-1  Brokers.
240.16c-2  Transactions effected in connection with a distribution.

[[Page 11]]

240.16c-3  Exemption of sales of securities to be acquired.
240.16c-4  Derivative securities.

                         Arbitrage Transactions

240.16e-1  Arbitrage transactions under section 16.

  Preservation of Records and Reports of Certain Stabilizing Activities

240.17a-1  Recordkeeping rule for national securities exchanges, 
          national securities associations, registered clearing agencies 
          and the Municipal Securities Rulemaking Board.
240.17a-2  Recordkeeping requirements relating to stabilizing 
          activities.
240.17a-3  Records to be made by certain exchange members, brokers and 
          dealers.
240.17a-4  Records to be preserved by certain exchange members, brokers 
          and dealers.
240.17a-5  Reports to be made by certain brokers and dealers.
240.17a-6  Right of national securities exchange, national securities 
          association, registered clearing agency or the Municipal 
          Securities Rulemaking Board to destroy or dispose of 
          documents.
240.17a-7  Records of non-resident brokers and dealers.
240.17a-8  Financial recordkeeping and reporting of currency and foreign 
          transactions.
240.17a-9T  Records to be made and retained by certain exchange members, 
          brokers and dealers.
240.17a-10  Report of revenue and expenses.
240.17a-11  Notification provisions for brokers and dealers.
240.17a-12  Reports to be made by certain OTC derivatives dealers.
240.17a-13  Quarterly security counts to be made by certain exchange 
          members, brokers, and dealers.
240.17a-18  [Reserved]
240.17a-19  Form X-17A-19 Report by national securities exchanges and 
          registered national securities associations of changes in the 
          membership status of any of their members.
240.17a-21  Reports of the Municipal Securities Rulemaking Board.
240.17a-22  Supplemental material of registered clearing agencies.
240.17a-23  Recordkeeping and reporting requirements relating to broker-
          dealer trading systems.
240.17a-24  Reports of lost securityholders.
240.17d-1  Examination for compliance with applicable financial 
          responsibility rules.
240.17d-2  Program for allocation of regulatory responsibility.
240.17f-1  Requirements for reporting and inquiry with respect to 
          missing, lost, counterfeit or stolen securities.
240.17f-2  Fingerprinting of securities industry personnel.
240.17h-1T  Risk assessment recordkeeping requirements for associated 
          persons of brokers and dealers.
240.17h-2T  Risk assessment reporting requirements for brokers and 
          dealers.
240.17Ab2-1  Registration of clearing agencies.
240.17Ac2-1  Application for registration of transfer agents.
240.17Ac2-2  Annual reporting requirement for registered transfer 
          agents.
240.17Ac3-1  Withdrawal from registration with the Commission.
240.17Ad-1  Definitions.
240.17Ad-2  Turnaround, processing, and forwarding of items.
240.17Ad-3  Limitations on expansion.
240.17Ad-4  Applicability of Secs. 240.17Ad-2, 240.17Ad-3 and 240.17Ad-
          6(a) (1) through (7) and (11).
240.17Ad-5  Written inquiries and requests.
240.17Ad-6  Recordkeeping.
240.17Ad-7  Record retention.
240.17Ad-8  Securities position listings.
240.17Ad-9  Definitions.
240.17Ad-10  Prompt posting of certificate detail to master 
          securityholder files, maintenance of accurate securityholder 
          files, communications between co-transfer agents and 
          recordkeeping transfer agents, maintenance of current control 
          book, retention of certificate detail and ``buy-in'' of 
          physical over-issuance.
240.17Ad-11  Reports regarding aged record differences, buy-ins and 
          failure to post certificate detail to master securityholder 
          and subsidiary files.
240.17Ad-12  Safeguarding of funds and securities.
240.17Ad-13  Annual study and evaluation of internal accounting control.
240.17Ad-14  Tender agents.
240.17Ad-15  Signature guarantees.
240.17Ad-16  Notice of assumption or termination of transfer agent 
          services.
240.17Ad-17  Transfer agents' obligation to search for lost 
          securityholders.
240.17Ad-18  Year 2000 Reports to be made by certain transfer agents.
240.17Ad-21T  Operational capability in a Year 2000 environment.

              Suspension and Expulsion of Exchange Members

240.19a3-1  [Reserved]
240.19b-3  [Reserved]
240.19b-4  Filings with respect to proposed rule changes by self-
          regulatory organizations.
240.19b-5  Temporary exemption from the filing requirements of Section 
          19(b) of the Act.
240.19c-1  Governing certain off-board agency transactions by members of 
          national securities exchanges.

[[Page 12]]

240.19c-3  Governing off-board trading by members of national securities 
          exchanges.
240.19c-4  Governing certain listing or authorization determinations by 
          national securities exchanges and associations.
240.19c-5  Governing the multiple listing of options on national 
          securities exchanges.
240.19d-1  Notices by self-regulatory organizations of final 
          disciplinary actions, denials, bars, or limitations respecting 
          membership, association, participation, or access to services, 
          and summary suspensions.
240.19d-2  Applications for stays of disciplinary sanctions or summary 
          suspensions by a self-regulatory organization.
240.19d-3  Applications for review of final disciplinary sanctions, 
          denials of membership, participation or association, or 
          prohibitions or limitations of access to services imposed by 
          self-regulatory organizations.
240.19g2-1  Enforcement of compliance by national securities exchanges 
          and registered securities associations with the Act and rules 
          and regulations thereunder.
240.19h-1  Notice by a self-regulatory organization of proposed 
          admission to or continuance in membership or particiption or 
          association with a member of any person subject to a statutory 
          disqualification, and applications to the Commission for 
          relief therefrom.

      Inspection and Publication of Information Filed Under the Act

240.24b-1  Documents to be kept public by exchanges.
240.24b-2  Nondisclosure of information filed with the Commission and 
          with any exchange.
240.24b-3  Information filed by issuers and others under sections 12, 
          13, 14, and 16.
240.24c-1  Access to nonpublic information.
240.31-1  Securities transactions exempt from transaction fees.
240.36a1-1  Exemption from Section 7 for OTC derivatives dealers.
240.36a1-2  Exemption from SIPA for OTC derivatives dealers.

Subpart B--Rules and Regulations Under the Securities Investor Protection 
Act of 1970 [Reserved]

    Authority: 15 U.S.C. 77c, 77d, 77g, 77j, 77s, 77z-2, 77eee, 77ggg, 
77nnn, 77sss, 77ttt, 78c, 78d, 78f, 78i, 78j, 78j-1, 78k, 78k-1, 78l, 
78m, 78n, 78o, 78p, 78q, 78s, 78u-5, 78w, 78x, 78ll(d), 78mm, 79q, 79t, 
80a-20, 80a-23, 80a-29, 80a-37, 80b-3, 80b-4 and 80b-11, unless 
otherwise noted.
    Sections 240.0-9, 240.0-11, 240.13e-1, 240.13e-100, 240.13e-101 and 
240.14d-100 also issued under secs. 12, 13 and 14, 15 U.S.C. 78l, 78m 
and 78n;
    Section 240.3a4-1 also issued under secs. 3 and 15, 89 Stat. 97, as 
amended, 89 Stat. 121 as amended;
    Section 240.3a12-8 also issued under 15 U.S.C. 78a et seq., 
particularly secs. 3(a)(12), 15 U.S.C. 78c(a)(12), and 23(a), 15 U.S.C. 
78w(a);
    Section 240.3a12-10 also issued under 15 U.S.C. 78b and c;
    Section 240.3a12-9 also issued under secs. 3(a)(12), 7(c), 11(d)(1), 
15 U.S.C. 78c(a)(12), 78g(c), 78k(d)(1));
    Sections 240.3a43-1 and 240.3a44-1 also issued under sec. 3; 15 
U.S.C. 78c;
    Section 240.3b-6 is also issued under 15 U.S.C. 77f, 77g, 77h, 77j, 
77s(a).
    Section 240.3b-9 also issued under secs. 2, 3 and 15, 89 Stat. 97, 
as amended, 89 Stat. 121, as amended (15 U.S.C. 78b, 78c, 78o);
    Section 240.9b-1 is also issued under sec. 2, 7, 10, 19(a), 48 Stat. 
74, 78, 81, 85; secs. 201, 205, 209, 120, 48 Stat. 905, 906, 908; secs. 
1-4, 8, 68 Stat. 683, 685; sec. 12(a), 73 Stat. 143; sec. 7(a), 74 Stat. 
412; sec. 27(a), 84 Stat. 1433; sec. 308(a)(2), 90 Stat. 57; sec. 505, 
94 Stat. 2292; secs. 9, 15, 23(a), 48 Stat. 889, 895, 901; sec. 230(a), 
49 Stat. 704; secs. 3, 8, 49 Stat. 1377, 1379; sec. 2, 52 Stat. 1075; 
secs. 6, 10, 78 Stat. 570-574, 580; sec. 11(d), 84 Stat. 121; sec. 18, 
89 Stat. 155; sec. 204, 91 Stat. 1500; 15 U.S.C. 77b, 77g, 77j, 77s(a), 
78i, 78o, 78w(a);
    Section 240.10b-10 is also issued under secs. 2, 3, 9, 10, 11, 11A, 
15, 17, 23, 48 Stat. 891, 89 Stat. 97, 121, 137, 156, (15 U.S.C. 78b, 
78c, 78i, 78j, 78k, 78k-1, 78o, 78q).
    Section 240.12a-7 also issued under 15 U.S.C. 78a et seq., 
particularly secs. 3(a)(12), 15 U.S.C. 78c(a)(12), 6, 15 U.S.C. 78(f), 
11A, 15 U.S.C. 78k, 12, 15 U.S.C. 78(l), and 23(a)(1), 15 U.S.C. 
78(w)(a)(1).
    Sections 240.12b-1 to 240.12b-36 also issued under secs. 3, 12, 13, 
15, 48 Stat. 892, as amended, 894, 895, as amended; 15 U.S.C. 78c, 78l, 
78m, 78o;
    Section 240.12g-3 is also issued under 15 U.S.C. 77f, 77g, 77h, 77j, 
77s(a).
    Section 240.12g3-2 is also issued under 15 U.S.C. 77f, 77g, 77h, 
77j, 77s(a).
    Sections 240.13e-4, 240.14d-7, 240.14d-10 and 240.14e-1 also issued 
under secs. 3(b), 9(a)(6), 10(b), 13(e), 14(d) and 14(e), 15 U.S.C. 
78c(b), 78i(a)(6), 78j(b), 78m(e), 78n(d) and 78n(e) and sec. 23(c) of 
the Investment Company Act of 1940, 15 U.S.C 80a-23(c);
    Sections 240.13e-4 to 240.13e-101 also issued under secs. 3(b), 
9(a)(6), 10(b), 13(e), 14(e), 15(c)(1), 48 Stat. 882, 889, 891, 894, 
895, 901, sec. 8, 49 Stat. 1379, sec. 5, 78 Stat. 569, 570, secs. 2, 3, 
82 Stat. 454, 455, secs. 1, 2, 3-5, 84 Stat. 1497, secs. 3, 18, 89 Stat. 
97, 155; 15 U.S.C. 78c(b), 78i(a)(6), 78j(b), 78m(e), 78n(e), 78o(c); 
sec. 23(c) of the Investment Company Act of 1940; 54 Stat. 825; 15 
U.S.C. 80a-23(c);
    Section 240.13f-2(T) also issued under sec. 13(f)(1) (15 U.S.C. 
78m(f)(1));

[[Page 13]]

    Sections 240.14a-1, 240.14a-3, 240.14a-13, 240.14b-1, 240.14b-2, 
240.14c-1, and 240.14c-7 also issued under secs. 12, 15 U.S.C. 781, and 
14, Pub. L. 99-222, 99 Stat. 1737, 15 U.S.C. 78n;
    Sections 240.14a-3, 240.14a-13, 240.14b-1 and 240.14c-7 also issued 
under secs. 12, 14 and 17, 15 U.S.C. 781, 78n and 78g;
    Sections 240.14c-1 to 240.14c-101 also issued under sec. 14, 48 
Stat. 895; 15 U.S.C. 78n;
    Section 240.14d-1 is also issued under 15 U.S.C. 77g, 77j, 77s(a), 
77ttt(a), 79t, 80a-37.
    Section 240.14e-2 is also issued under 15 U.S.C. 77g, 77h, 77s(a), 
77sss, 79t, 80a-37(a).
    Section 240.14e-4 also issued under the Exchange Act, 15 U.S.C. 78a 
et seq., and particularly sections 3(b), 10(a), 10(b), 14(e), 15(c), and 
23(a) of the Exchange Act (15 U.S.C. 78c(b), 78j(a), 78j(b), 78n(e), 
78o(c), and 78w(a)).
    Section 240.15a-6, also issued under secs. 3, 10, 15, and 17, 15 
U.S.C. 78c, 78j, 78o, and 78q;
    Section 240.15b1-3 also issued under sec. 15, 17; 15 U.S.C. 78o 78q;
    Sections 240.15b1-3 and 240.15b2-1 also issued under 15 U.S.C. 78o, 
78q;
    Section 240.15b2-2 also issued under secs. 3, 15; 15 U.S.C. 78c, 
78o;
    Sections 240.15b10-1 to 240.15b10-9 also issued under secs. 15, 17, 
48 Stat. 895, 897, sec. 203, 49 Stat. 704, secs. 4, 8, 49 Stat. 1379, 
sec. 5, 52 Stat. 1076, sec. 6, 78 Stat. 570; 15 U.S.C. 78o, 78q, 12 
U.S.C. 241 nt.;
    Section 240.15c2-6, also issued under secs. 3, 10, and 15, 15 U.S.C. 
78c, 78j, and 78o.
    Section 240.15c2-11 also issued under 15 U.S.C. 78j(b), 78o(c), 
78q(a), and 78w(a).
    Section 240.15c2-12 also issued under 15 U.S.C. 78b, 78c, 78j, 78o, 
78o-4 and 78q.
    Section 240.15c3-1 is also issued under secs. 15(c)(3), 15 U.S.C. 
78o(c)(3).
    Section 240.15d-5 is also issued under 15 U.S.C. 77f, 77g, 77h, 77j, 
77s(a).
    Section 240.15d-10 is also issued under 15 U.S.C. 80a-20(a), 80a-
37(a).

    Sections 240.15Ca1-1, 240.15Ca2-1, 240.15Ca2-2, 240.15Ca2-3, 
240.15Ca2-4, 240.15Ca2-5, 240.15Cc1-1 also issued under secs. 3, 15C; 15 
U.S.C. 78c, 78o-5;
    Section 240.17a-3 also issued under secs. 2, 17, 23a, 48 Stat. 897, 
as amended; 15 U.S.C. 78d-1, 78d-2, 78q; secs. 12, 14, 17, 23(a), 48 
Stat. 892, 895, 897, 901; secs. 1, 4, 8, 49 Stat. 1375, 1379; sec. 
203(a), 49 Stat. 704; sec. 5, 52 Stat. 1076; sec. 202, 68 Stat. 686; 
secs. 3, 5, 10, 78 Stat. 565-568, 569, 570, 580; secs. 1, 3, 82 Stat. 
454, 455; secs. 28(c), 3-5, 84 Stat. 1435, 1497; sec. 105(b), 88 Stat. 
1503; secs. 8, 9, 14, 18, 89 Stat. 117, 118, 137, 155; 15 U.S.C. 78l, 
78n, 78q, 78w(a);
    Section 240.17a-23 also issued under 15 U.S.C. 78b, 78c, 78o, 78q, 
and 78w(a).
    Section 240.17f-1 is also authorized under sections 2, 17 and 17A, 
48 Stat. 891, 89 Stat. 137, 141 (15 U.S.C. 78b, 78q, 78q-1);
    Section 240.17h-1T also issued under 15 U.S.C. 78q.
    Sections 240.17Ac2-1(c) and 240.17Ac2-2 also issued under secs. 17, 
17A and 23(a); 48 Stat. 897, as amended, 89 Stat. 137, 141 and 48 Stat. 
901 (15 U.S.C. 78q, 78q-1, 78w(a));
    Section 240.17Ad-1 is also issued under secs. 2, 17, 17A and 23(a); 
48 Stat. 841 as amended, 48 Stat. 897, as amended, 89 Stat. 137, 141, 
and 48 Stat. 901 (15 U.S.C. 78b, 78q, 78q-1, 78w);
    Sections 240.17Ad-5 and 240.17Ad-10 are also issued under secs. 3 
and 17A; 48 Stat. 882, as amended, and 89 Stat. (15 U.S.C. 78c and 78q-
1);
    Sections 240.19c-4 also issued under secs. 6, 11A, 14, 15A, 19 and 
23 of the Securities Exchange Act of 1934 (15 U.S.C. 78o-3, and 78s);
    Section 240.19c-5 also issued under Sections 6, 11A, and 19 of the 
Securities Exchange Act of 1934, 48 Stat. 885, as amended, 89 Stat. 111, 
as amended, and 48 Stat. 898, as amended, 15 U.S.C. 78f, 78k-1, and 78s.
    Section 240.31-1 is also issued under sec. 31, 48 Stat. 904, as 
amended (15 U.S.C. 78ee).

    Editorial Note:  For nomenclature changes to this part see 57 FR 
36501, Aug. 13, 1992, and 57 FR 47409, Oct. 16, 1992.
    Note:  In Secs. 240.0-1 to 240.24b-3, the numbers to the right of 
the decimal point correspond with the respective rule numbers of the 
rules and regulations under the Securities Exchange Act of 1934.

                       ATTENTION ELECTRONIC FILERS

THIS REGULATION SHOULD BE READ IN CONJUNCTION WITH REGULATION S-T (PART 
232 OF THIS CHAPTER), WHICH GOVERNS THE PREPARATION AND SUBMISSION OF 
DOCUMENTS IN ELECTRONIC FORMAT. MANY PROVISIONS RELATING TO THE 
PREPARATION AND SUBMISSION OF DOCUMENTS IN PAPER FORMAT CONTAINED IN 
THIS REGULATION ARE SUPERSEDED BY THE PROVISIONS OF REGULATION S-T FOR 
DOCUMENTS REQUIRED TO BE FILED IN ELECTRONIC FORMAT.



 Subpart A--Rules and Regulations Under the Securities Exchange Act of 
                                  1934

                      Rules of General Application



Sec. 240.0-1  Definitions.

    (a) As used in the rules and regulations in this part, prescribed by 
the Commission pursuant to Title I of the Securities Exchange Act of 
1934 (48 Stat. 881-905; 15 U.S.C. chapter 2B), unless the context 
otherwise specifically requires:
    (1) The term Commission means the Securities and Exchange 
Commission.
    (2) The term act means Title I of the Securities Exchange Act of 
1934.

[[Page 14]]

    (3) The term section refers to a section of the Securities Exchange 
Act of 1934.1
---------------------------------------------------------------------------

    1  The provisions of paragraph (a)(3) of 17 CFR 240.0-1 relate 
to the terminology of rules and regulations as published by the 
Securities and Exchange Commission and are inapplicable to the 
terminology appearing in the Code of Federal Regulations.
---------------------------------------------------------------------------

    (4) The term rules and regulations refers to all rules and 
regulations adopted by the Commission pursuant to the act, including the 
forms for registration and reports and the accompanying instructions 
thereto.
    (5) The term electronic filer means a person or an entity that 
submits filings electronically pursuant to Rules 100 and 101 of 
Regulation S-T (Secs. 232.100 and 232.101 of this chapter, 
respectively).
    (6) The term electronic filing means a document under the federal 
securities laws that is transmitted or delivered to the Commission in 
electronic format.
    (b) Unless otherwise specifically stated, the terms used in this 
part shall have the meaning defined in the act.
    (c) A rule or regulation which defines a term without express 
reference to the act or to the rules and regulations, or to a portion 
thereof, defines such term for all purposes as used both in the act and 
in the rules and regulations, unless the context otherwise specifically 
requires.
    (d) Unless otherwise specified or the context otherwise requires, 
the term prospectus means a prospectus meeting the requirements of 
section 10(a) of the Securities Act of 1933 as amended.

    Cross References: For definition of ``listed'', see Sec. 240.3b-1; 
``officer'', Sec. 240.3b-2; ``short sale'', Sec. 240.3b-3. For 
additional definitions, see Sec. 240.15c1-1.

[13 FR 8178, Dec. 22, 1948, as amended at 13 FR 9321, Dec. 31, 1948; 19 
FR 6730, Oct. 20, 1954; 58 FR 14682, Mar. 18, 1993; 62 FR 36459, July 8, 
1997]



Sec. 240.0-2  Business hours of the Commission.

    (a) The principal office of the Commission, at 450 Fifth Street, 
NW., Washington, DC 20549, is open each day, except Saturdays, Sundays, 
and federal holidays, from 9 a.m. to 5:30 p.m., Eastern Standard Time or 
Eastern Daylight Saving Time, whichever currently is in effect in 
Washington, DC, provided that hours for the filing of documents pursuant 
to the Act or the rules and regulations thereunder are as set forth in 
paragraphs (b) and (c) of this section.
    (b) Submissions made in paper or on magnetic tape or diskette. Paper 
documents filed with or otherwise furnished to the Commission, as well 
as electronic filings and submissions on magnetic tape or diskette under 
cover of Form ET (Secs. 239.62, 249.445, 259.601, 269.6 and 274.401 of 
this chapter), may be submitted to the Commission each day, except 
Saturdays, Sundays and federal holidays, from 8 a.m. to 5:30 p.m., 
Eastern Standard Time or Eastern Daylight Saving Time, whichever is 
currently in effect.
    (c) Electronic filings. Filings made by direct transmission may be 
submitted to the Commission each day, except Saturdays, Sundays and 
federal holidays, from 8 a.m. to 10 p.m., Eastern Standard Time or 
Eastern Daylight Saving Time, whichever is currently in effect.

    Cross References: For registration and exemption of exchanges, see 
Secs. 240.6a-1 to 240.6a-3. For forms for permanent registration of 
securities, see Sec. 240.12b-1. For regulations relating to registration 
of securities, see Secs. 240.12b-1 to 240.12b-36. For forms for 
applications for registration of brokers and dealers, see 
Secs. 240.15b1-1 to 240.15b9-1.

[58 FR 14682, Mar. 18, 1993]



Sec. 240.0-3  Filing of material with the Commission.

    (a) All papers required to be filed with the Commission pursuant to 
the Act or the rules and regulations thereunder shall be filed at the 
principal office in Washington, DC. Material may be filed by delivery to 
the Commission, through the mails or otherwise. The date on which papers 
are actually received by the Commission shall be the date of filing 
thereof if all of the requirements with respect to the filing have been 
complied with, except that if the last day on which papers can be 
accepted as timely filed falls on a Saturday, Sunday or holiday, such 
papers may be filed on the first business day following.
    (b) The manually signed original (or in the case of duplicate 
originals, one duplicate original) of all registrations,

[[Page 15]]

applications, statements, reports, or other documents filed under the 
Securities Exchange Act of 1934, as amended, shall be numbered 
sequentially (in addition to any internal numbering which otherwise may 
be present) by handwritten, typed, printed, or other legible form of 
notation from the facing page of the document through the last page of 
that document and any exhibits or attachments thereto. Further, the 
total number of pages contained in a numbered original shall be set 
forth on the first page of the document.
    (c) Each document filed shall contain an exhibit index, which should 
immediately precede the exhibits filed with such document. The index 
shall list each exhibit filed and identify by handwritten, typed, 
printed, or other legible form of notation in the manually signed 
original, the page number in the sequential numbering system described 
in paragraph (b) of this section where such exhibit can be found or 
where it is stated that the exhibit is incorporated by reference. 
Further, the first page of the manually signed document shall list the 
page in the filing where the exhibit index is located.

[44 FR 4666, Jan. 23, 1979, as amended at 45 FR 58828, Sept. 5, 1980]



Sec. 240.0-4  Nondisclosure of information obtained in examinations and investigations.

    Information or documents obtained by officers or employees of the 
Commission in the course of any examination or investigation pursuant to 
section 17(a) (48 Stat. 897, section 4, 49 Stat. 1379; 15 U.S.C. 78q(a)) 
or 21(a) (48 Stat. 899; 15 U.S.C. 78u(a)) shall, unless made a matter of 
public record, be deemed confidential. Except as provided by 17 CFR 
203.2, officers and employees are hereby prohibited from making such 
confidential information or documents or any other non-public records of 
the Commission available to anyone other than a member, officer or 
employee of the Commission, unless the Commission or the General 
Counsel, pursuant to delegated authority, authorizes the disclosure of 
such information or the production of such documents as not being 
contrary to the public interest. Any officer or employee who is served 
with a subpoena requiring the disclosure of such information or the 
production of such documents shall appear in court and, unless the 
authorization described in the preceding sentence shall have been given, 
shall respectfully decline to disclose the information or produce the 
documents called for, basing his or her refusal upon this section. Any 
officer or employee who is served with such a subpoena shall promptly 
advise the General Counsel of the service of such subpoena, the nature 
of the information or documents sought, and any circumstances which may 
bear upon the desirability of making available such information or 
documents.

(Sec. 19, 48 Stat. 85; sec. 20, 48 Stat. 86; sec. 21, 48 Stat. 899; sec. 
23, 48 Stat. 901; sec. 18, 49 Stat. 831; sec. 20, 49 Stat. 833; sec. 
319, 53 Stat. 1173; sec. 321, 53 Stat. 1174; sec. 38, 54 Stat. 841; sec. 
42, 54 Stat. 842; sec. 209, 54 Stat. 853; sec. 211, 54 Stat. 855; sec. 
1, 76 Stat. 394. (15 U.S.C. 77s, 77t, 78u, 78w, 79r, 79t, 77sss, 77uuu, 
80a-37, 80a-41, 80b-9, 80b-11, 78d-1))

[44 FR 50836, Aug. 30, 1979, as amended at 53 FR 17459, May 17, 1988]



Sec. 240.0-5  Reference to rule by obsolete designation.

    Wherever in any rule, form, or instruction book specific reference 
is made to a rule by number or other designation which is now obsolete, 
such reference shall be deemed to be made to the corresponding rule or 
rules in the existing general rules and regulations.

[13 FR 8179, Dec. 22, 1948]



Sec. 240.0-6  Disclosure detrimental to the national defense or foreign policy.

    (a) Any requirement to the contrary notwithstanding, no registration 
statement, report, proxy statement or other document filed with the 
Commission or any securities exchange shall contain any document or 
information which, pursuant to Executive order, has been classified by 
an appropriate department or agency of the United States for protection 
in the interests of national defense or foreign policy.
    (b) Where a document or information is omitted pursuant to paragraph 
(a) of this section, there shall be filed, in lieu of such document or 
information, a statement from an appropriate department or agency of the 
United States to

[[Page 16]]

the effect that such document or information has been classified or that 
the status thereof is awaiting determination. Where a document is 
omitted pursuant to paragraph (a) of this section, but information 
relating to the subject matter of such document is nevertheless included 
in material filed with the Commission pursuant to a determination of an 
appropriate department or agency of the United States that disclosure of 
such information would not be contrary to the interests of national 
defense or foreign policy, a statement from such department or agency to 
that effect shall be submitted for the information of the Commission. A 
registrant may rely upon any such statement in filing or omitting any 
document or information to which the statement relates.
    (c) The Commission may protect any information in its possession 
which may require classification in the interests of national defense or 
foreign policy pending determination by an appropriate department or 
agency as to whether such information should be classified.
    (d) It shall be the duty of the registrant to submit the documents 
or information referred to in paragraph (a) of this section to the 
appropriate department or agency of the United States prior to filing 
them with the Commission and to obtain and submit to the Commission, at 
the time of filing such documents or information, or in lieu thereof, as 
the case may be, the statements from such department or agency required 
by paragraph (b) of this section. All such statements shall be in 
writing.

[33 FR 7682, May 24, 1968]



Sec. 240.0-8  Application of rules to registered broker-dealers.

    Any provision of any rule or regulation under the Act which 
prohibits any act, practice, or course of business by any person if the 
mails or any means or instrumentality of interstate commerce are used in 
connection therewith, shall also prohibit any such act, practice, or 
course of business by any broker or dealer registered pursuant to 
section 15(b) of the Act, or any person acting on behalf of such a 
broker or dealer, irrespective of any use of the mails or any means or 
instrumentality of interstate commerce.

[29 FR 12555, Sept. 3, 1964]



Sec. 240.0-9  Payment of fees.

    All payment of fees shall be made in cash, certified check or by 
United States postal money order, bank cashier's check or bank money 
order payable to the Securities and Exchange Commission, omitting the 
name or title of any official of the Commission. Payment of fees 
required by this section shall be made in accordance with the directions 
set forth in Sec. 202.3a of this chapter.

[61 FR 49959, Sept. 24, 1996]



Sec. 240.0-10  Small entities under the Securities Exchange Act for purposes of the Regulatory Flexibility Act.

    For purposes of Commission rulemaking in accordance with the 
provisions of Chapter Six of the Administrative Procedure Act (5 U.S.C. 
601 et seq.), and unless otherwise defined for purposes of a particular 
rulemaking proceeding, the term small business or small organization 
shall:
    (a) When used with reference to an ``issuer'' or a ``person,'' other 
than an investment company, mean an ``issuer'' or ``person'' that, on 
the last day of its most recent fiscal year, had total assets of $5 
million or less;
    (b) When used with reference to an ``issuer'' or ``person'' that is 
an investment company, have the meaning ascribed to those terms by 
Sec. 270.0-10 of this chapter;
    (c) When used with reference to a broker or dealer, mean a broker or 
dealer that:
    (1) Had total capital (net worth plus subordinated liabilities) of 
less than $500,000 on the date in the prior fiscal year as of which its 
audited financial statements were prepared pursuant to Sec. 240.17a-5(d) 
or, if not required to file such statements, a broker or dealer that had 
total capital (net worth plus subordinated liabilities) of less than 
$500,000 on the last business day of the preceding fiscal year (or in 
the time that it has been in business, if shorter); and
    (2) Is not affiliated with any person (other than a natural person) 
that is

[[Page 17]]

not a small business or small organization as defined in this section;
    (d) When used with reference to a clearing agency, mean a clearing 
agency that:
    (1) Compared, cleared and settled less than $500 million in 
securities transactions during the preceding fiscal year (or in the time 
that it has been in business, if shorter);
    (2) Had less than $200 million of funds and securities in its 
custody or control at all times during the preceding fiscal year (or in 
the time that it has been in business, if shorter); and
    (3) Is not affiliated with any person (other than a natural person) 
that is not a small business or small organization as defined in this 
section;
    (e) When used with reference to an exchange, mean any exchange that:
    (1) Has been exempted from the reporting requirements of 
Sec. 240.11Aa3-1; and
    (2) Is not affiliated with any person (other than a natural person) 
that is not a small business or small organization as defined in this 
section;
    (f) When used with reference to a municipal securities dealer that 
is a bank (including any separately identifiable department or division 
of a bank), mean any such municipal securities dealer that:
    (1) Had, or is a department of a bank that had, total assets of less 
than $10 million at all times during the preceding fiscal year (or in 
the time that it has been in business, if shorter);
    (2) Had an average monthly volume of municipal securities 
transactions in the preceding fiscal year (or in the time it has been 
registered, if shorter) of less than $100,000; and
    (3) Is not affiliated with any person (other than a natural person) 
that is not a small business or small organization as defined in this 
section;
    (g) When used with reference to a securities information processor, 
mean a securities information processor that:
    (1) Had gross revenues of less than $10 million during the preceding 
fiscal year (or in the time it has been in business, if shorter);
    (2) Provided service to fewer than 100 interrogation devices or 
moving tickers at all times during the preceding fiscal year (or in the 
time that it has been in business, if shorter); and
    (3) Is not affiliated with any person (other than a natural person) 
that is not a small business or small organization under this section; 
and
    (h) When used with reference to a transfer agent, mean a transfer 
agent that:
    (1) Received less than 500 items for transfer and less than 500 
items for processing during the preceding six months (or in the time 
that it has been in business, if shorter);
    (2) Transferred items only of issuers that would be deemed ``small 
businesses'' or ``small organizations'' as defined in this section; and
    (3) Maintained master shareholder files that in the aggregate 
contained less than 1,000 shareholder accounts or was the named transfer 
agent for less than 1,000 shareholder accounts at all times during the 
preceding fiscal year (or in the time that it has been in business, if 
shorter); and
    (4) Is not affiliated with any person (other than a natural person) 
that is not a small business or small organization under this section.
    (i) For purposes of paragraph (c) of this section, a broker or 
dealer is affiliated with another person if:
    (1) Such broker or dealer controls, is controlled by, or is under 
common control with such other person; a person shall be deemed to 
control another person if that person has the right to vote 25 percent 
or more of the voting securities of such other person or is entitled to 
receive 25 percent or more of the net profits of such other person or is 
otherwise able to direct or cause the direction of the management or 
policies of such other person; or
    (2) Such broker or dealer introduces transactions in securities, 
other than registered investment company securities or interests or 
participations in insurance company separate accounts, to such other 
person, or introduces accounts of customers or other brokers or dealers, 
other than accounts that hold only registered investment company 
securities or interests or participations in insurance company separate 
accounts, to such other person that carries such accounts on a fully 
disclosed basis.

[[Page 18]]

    (j) For purposes of paragraphs (d) through (h) of this section, a 
person is affiliated with another person if that person controls, is 
controlled by, or is under common control with such other person; a 
person shall be deemed to control another person if that person has the 
right to vote 25 percent or more of the voting securities of such other 
person or is entitled to receive 25 percent or more of the net profits 
of such other person or is otherwise able to direct or cause the 
direction of the management or policies of such other person.
    (k) For purposes of paragraph (g) of this section, ``interrogation 
device'' shall refer to any device that may be used to read or receive 
securities information, including quotations, indications of interest, 
last sale data and transaction reports, and shall include proprietary 
terminals or personal computers that receive securities information via 
computer-to-computer interfaces or gateway access.

[47 FR 5222, Feb. 4, 1982, as amended at 51 FR 25362, July 14, 1986; 63 
FR 35514, June 30, 1998]



Sec. 240.0-11  Filing fees for certain acquisitions, dispositions and similar transactions.

    (a) General. (1) At the time of filing a disclosure document 
described in paragraphs (b) through (d) of this section relating to 
certain acquisitions, dispositions, business combinations, 
consolidations or similar transactions, the person filing the specified 
document shall pay a fee payable to the Commission to be calculated as 
set forth in paragraphs (b) through (d) of this section.
    (2) Only one fee per transaction is required to be paid. A required 
fee shall be reduced in an amount equal to any fee paid with respect to 
such transaction pursuant to either section 6(b) of the Securities Act 
of 1933 or any applicable provision of this rule; the fee requirements 
under section 6(b) shall be reduced in an amount equal to the fee paid 
the Commission with respect to a transaction under this regulation. No 
part of a filing fee is refundable.
    (3) If at any time after the initial payment the aggregate 
consideration offered is increased, an additional filing fee based upon 
such increase shall be paid with the required amended filing.
    (4) When the fee is based upon the market value of securities, such 
market value shall be established by either the average of the high and 
low prices reported in the consolidated reporting system (for exchange 
traded securities and last sale reported over-the-counter securities) or 
the average of the bid and asked price (for other over-the-counter 
securities) as of a specified date within 5 business days prior to the 
date of the filing. If there is no market for the securities, the value 
shall be based upon the book value of the securities computed as of the 
latest practicable date prior to the date of the filing, unless the 
issuer of the securities is in bankruptcy or receivership or has an 
accumulated capital deficit, in which case one-third of the principal 
amount, par value or stated value of the securities shall be used.
    (5) The cover page of the filing shall set forth the calculation of 
the fee in tabular format, as well as the amount offset by a previous 
filing and the identification of such filing, if applicable.
    (b) Section 13(e)(1) filings. At the time of filing such statement 
as the Commission may require pursuant to section 13(e)(1) of the 
Exchange Act, a fee of one-fiftieth of one percent of the value of the 
securities proposed to be acquired by the acquiring person. The value of 
the securities proposed to be acquired shall be determined as follows:
    (1) The value of the securities to be acquired solely for cash shall 
be the amount of cash to be paid for them:
    (2) The value of the securities to be acquired with securities or 
other non-cash consideration, whether or not in combination with a cash 
payment for the same securities, shall be based upon the market value of 
the securities to be received by the acquiring person as established in 
accordance with paragraph (a)(4) of this section.
    (c) Proxy and information statement filings. At the time of filing a 
preliminary proxy statement pursuant to Rule 14a-6(a) or preliminary 
information statement pursuant to Rule 14c-5(a) that concerns a merger, 
consolidation, acquisition of a company, or proposed

[[Page 19]]

sale or other disposition of substantially all the assets of the 
registrant (including a liquidation), the following fee:
    (1) For preliminary material involving a vote upon a merger, 
consolidation or acquisition of a company, a fee of one-fiftieth of one 
percent of the proposed cash payment or of the value of the securities 
and other property to be transferred to security holders in the 
transaction. The fee is payable whether the registrant is acquiring 
another company or being acquired.
    (i) The value of securities or other property to be transferred to 
security holders, whether or not in combination with a cash payment for 
the same securities, shall be based upon the market value of the 
securities to be received by the acquiring person as established in 
accordance with paragraph (a)(4) of this section.
    (ii) Notwithstanding the above, where the acquisition, merger or 
consolidation is for the sole purpose of changing the registrant's 
domicile, no filing fee is required to be paid.
    (2) For preliminary material involving a vote upon a proposed sale 
or other disposition of substantially all the assets of the registrant, 
a fee of one-fiftieth of one percent of the aggregate of the cash and 
the value of the securities (other than its own) and other property to 
be received by the registrant. In the case of a disposition in which the 
registrant will not receive any property, such as at liquidation or 
spin-off, the fee shall be one-fiftieth of one percent of the aggregate 
of the cash and the value of the securities and other property to be 
distributed to security holders.
    (i) The value of the securities to be received (or distributed in 
the case of a spin-off or liquidation) shall be based upon the market 
value of such securities as established in accordance with paragraph 
(a)(4) of this section.
    (ii) The value of other property shall be a bona fide estimate of 
the fair market value of such property.
    (3) Where two or more companies are involved in the transaction, 
each shall pay a proportionate share of such fee, determined by the 
persons involved.
    (4) Notwithstanding the above, the fee required by this paragraph 
(c) shall not be payable for a proxy statement filed by a company 
registered under the Investment Company Act of 1940.
    (d) Schedule 14D-1 filings. At the time of filing a Schedule 14D-1, 
a fee of one-fiftieth of one percent of the aggregate of the cash or of 
the value of the securities or other property offered by the bidder. 
Where the bidder is offering securities or other non-cash consideration 
for some or all of the securities to be acquired, whether or not in 
combination with a cash payment for the same securities, the value of 
the consideration to be offered for such securities shall be based upon 
the market value of the securities to be received by the bidder as 
established in accordance with paragraph (a)(4) of this section.

[51 FR 2476, Jan. 17, 1986, as amended at 58 FR 14682, Mar. 18, 1993; 61 
FR 49959, Sept. 24, 1996]



Sec. 240.0-12  Commission procedures for filing applications for orders for exemptive relief under Section 36 of the Exchange Act.

    (a) The application shall be in writing in the form of a letter, 
must include any supporting documents necessary to make the application 
complete, and otherwise must comply with Sec. 240.0-3. All applications 
must be submitted to the Office of the Secretary of the Commission. 
Requestors may seek confidential treatment of their applications to the 
extent provided under Sec. 200.81 of this chapter. If an application is 
incomplete, the Commission, through the Division handling the 
application, may request that the application be withdrawn unless the 
applicant can justify, based on all the facts and circumstances, why 
supporting materials have not been submitted and undertakes to submit 
the omitted materials promptly.
    (b) An applicant may submit a request electronically in standard 
electronic mail text or ASCII format. The electronic mailbox to use for 
these applications is described on the Commission's website at 
www.sec.gov in the ``Exchange Act Exemptive Applications'' subsection 
located under the ``Current SEC Rulemaking'' section. In the event 
electronic mailboxes are revised in the future, applicants can find

[[Page 20]]

the appropriate mailbox by accessing the Commission's website directory 
of electronic mailboxes at http://www.sec.gov/asec/mailboxs.htm.
    (c) An applicant also may submit a request in paper format. Five 
copies of every paper application and every amendment to such an 
application must be submitted to the Office of the Secretary at 450 
Fifth Street, N.W., Washington, D.C. 20549. Applications must be on 
white paper no larger than 8\1/2\ by 11 inches in size. The left margin 
of applications must be at least 1\1/2\ inches wide, and if the 
application is bound, it must be bound on the left side. All typewritten 
or printed material must be on one side of the paper only and must be 
set forth in black ink so as to permit photocopying.
    (d) Every application (electronic or paper) must contain the name, 
address and telephone number of each applicant and the name, address, 
and telephone number of a person to whom any questions regarding the 
application should be directed. The Commission will not consider 
hypothetical or anonymous requests for exemptive relief. Each applicant 
shall state the basis for the relief sought, and identify the 
anticipated benefits for investors and any conditions or limitations the 
applicant believes would be appropriate for the protection of investors. 
Applicants should also cite to and discuss applicable precedent.
    (e) Amendments to the application should be prepared and submitted 
as set forth in these procedures and should be marked to show what 
changes have been made.
    (f) After the filing is complete, the applicable Division will 
review the application. Once all questions and issues have been answered 
to the satisfaction of the Division, the staff will make an appropriate 
recommendation to the Commission. After consideration of the 
recommendation by the Commission, the Commission's Office of the 
Secretary will issue an appropriate response and will notify the 
applicant. If the application pertains to a section of the Exchange Act 
pursuant to which the Commission has delegated its authority to the 
appropriate Division, the Division Director or his or her designee will 
issue an appropriate response and notify the applicant.
    (g) The Commission, in its sole discretion, may choose to publish in 
the Federal Register a notice that the application has been submitted. 
The notice would provide that any person may, within the period 
specified therein, submit to the Commission any information that relates 
to the Commission action requested in the application. The notice also 
would indicate the earliest date on which the Commission would take 
final action on the application, but in no event would such action be 
taken earlier than 25 days following publication of the notice in the 
Federal Register.
    (h) The Commission may, in its sole discretion, schedule a hearing 
on the matter addressed by the application.

[63 FR 8102, Feb. 18. 1998]



Sec. 240.3a1-1  Exemption from the definition of ``Exchange'' under Section 3(a)(1) of the Act.

    (a) An organization, association, or group of persons shall be 
exempt from the definition of the term ``exchange'' under section 
3(a)(1) of the Act, (15 U.S.C. 78c(a)(1)), if such organization, 
association, or group of persons:
    (1) Is operated by a national securities association;
    (2) Is in compliance with Regulation ATS, 17 CFR 242.300 through 
242.303; or
    (3) Pursuant to paragraph (a) of Sec. 242.301 of Regulation ATS, 17 
CFR 242.301(a), is not required to comply with Regulation ATS, 17 CFR 
242.300 through 242.303.
    (b) Notwithstanding paragraph (a) of this section, an organization, 
association, or group of persons shall not be exempt under this section 
from the definition of ``exchange,'' if:
    (1) During three of the preceding four calendar quarters such 
organization, association, or group of persons had:
    (i) Fifty percent or more of the average daily dollar trading volume 
in any security and five percent or more of the average daily dollar 
trading volume in any class of securities; or
    (ii) Forty percent or more of the average daily dollar trading 
volume in any class of securities; and
    (2) The Commission determines, after notice to the organization, 
association,

[[Page 21]]

or group of persons, and an opportunity for such organization, 
association, or group of persons to respond, that such an exemption 
would not be necessary or appropriate in the public interest or 
consistent with the protection of investors taking into account the 
requirements for exchange registration under section 6 of the Act, (15 
U.S.C. 78f), and the objectives of the national market system under 
section 11A of the Act, (15 U.S.C 78k-1).
    (3) For purposes of paragraph (b) of this section, each of the 
following shall be considered a ``class of securities'':
    (i) Equity securities, which shall have the same meaning as in 
Sec. 240.3a11-1;
    (ii) Listed options, which shall mean any options traded on a 
national securities exchange or automated facility of a national 
securities exchange;
    (iii) Unlisted options, which shall mean any options other than 
those traded on a national securities exchange or automated facility of 
a national securities association;
    (iv) Municipal securities, which shall have the same meaning as in 
section 3(a)(29) of the Act, (15 U.S.C. 78c(a)(29));
    (v) Investment grade corporate debt securities, which shall mean any 
security that:
    (A) Evidences a liability of the issuer of such security;
    (B) Has a fixed maturity date that is at least one year following 
the date of issuance;
    (C) Is rated in one of the four highest ratings categories by at 
least one Nationally Recognized Statistical Ratings Organization; and
    (D) Is not an exempted security, as defined in section 3(a)(12) of 
the Act, (15 U.S.C. 78c(a)(12));
    (vi) Non-investment grade corporate debt securities, which shall 
mean any security that:
    (A) Evidences a liability of the issuer of such security;
    (B) Has a fixed maturity date that is at least one year following 
the date of issuance;
    (C) Is not rated in one of the four highest ratings categories by at 
least one Nationally Recognized Statistical Ratings Organization; and
    (D) Is not an exempted security, as defined in section 3(a)(12) of 
the Act, (15 U.S.C. 78o);
    (vii) Foreign corporate debt securities, which shall mean any 
security that:
    (A) Evidences a liability of the issuer of such debt security;
    (B) Is issued by a corporation or other organization incorporated or 
organized under the laws of any foreign country; and
    (C) Has a fixed maturity date that is at least one year following 
the date of issuance; and
    (viii) Foreign sovereign debt securities, which shall mean any 
security that:
    (A) Evidences a liability of the issuer of such debt security;
    (B) Is issued or guaranteed by the government of a foreign country, 
any political subdivision of a foreign country, or any supranational 
entity; and
    (C) Does not have a maturity date of a year or less following the 
date of issuance.

[63 FR 70917, Dec. 22, 1998]

   Definition of ``Equity Security'' as Used in Sections 12(g) and 16



Sec. 240.3a4-1  Associated persons of an issuer deemed not to be brokers.

    (a) An associated person of an issuer of securities shall not be 
deemed to be a broker solely by reason of his participation in the sale 
of the securities of such issuer if the associated person:
    (1) Is not subject to a statutory disqualification, as that term is 
defined in section 3(a)(39) of the Act, at the time of his 
participation; and
    (2) Is not compensated in connection with his participation by the 
payment of commissions or other remuneration based either directly or 
indirectly on transactions in securities; and
    (3) Is not at the time of his participation an associated person of 
a broker or dealer; and
    (4) Meets the conditions of any one of paragraph (a)(4) (i), (ii), 
or (iii) of this section.
    (i) The associated person restricts his participation to 
transactions involving offers and sales of securities:
    (A) To a registered broker or dealer; a registered investment 
company (or

[[Page 22]]

registered separate account); an insurance company; a bank; a savings 
and loan association; a trust company or similar institution supervised 
by a state or federal banking authority; or a trust for which a bank, a 
savings and loan association, a trust company, or a registered 
investment adviser either is the trustee or is authorized in writing to 
make investment decisions; or
    (B) That are exempted by reason of section 3(a)(7), 3(a)(9) or 
3(a)(10) of the Securities Act of 1933 from the registration provisions 
of that Act; or
    (C) That are made pursuant to a plan or agreement submitted for the 
vote or consent of the security holders who will receive securities of 
the issuer in connection with a reclassification of securities of the 
issuer, a merger or consolidation or a similar plan of acquisition 
involving an exchange of securities, or a transfer of assets of any 
other person to the issuer in exchange for securities of the issuer; or
    (D) That are made pursuant to a bonus, profit-sharing, pension, 
retirement, thrift, savings, incentive, stock purchase, stock ownership, 
stock appreciation, stock option, dividend reinvestment or similar plan 
for employees of an issuer or a subsidiary of the issuer;
    (ii) The associated person meets all of the following conditions:
    (A) The associated person primarily performs, or is intended 
primarily to perform at the end of the offering, substantial duties for 
or on behalf of the issuer otherwise than in connection with 
transactions in securities; and
    (B) The associated person was not a broker or dealer, or an 
associated person of a broker or dealer, within the preceding 12 months; 
and
    (C) The associated person does not participate in selling an 
offering of securities for any issuer more than once every 12 months 
other than in reliance on paragraph (a)(4)(i) or (iii) of this section, 
except that for securities issued pursuant to rule 415 under the 
Securities Act of 1933, the 12 months shall begin with the last sale of 
any security included within one rule 415 registration.
    (iii) The associated person restricts his participation to any one 
or more of the following activities:
    (A) Preparing any written communication or delivering such 
communication through the mails or other means that does not involve 
oral solicitation by the associated person of a potential purchaser; 
Provided, however, that the content of such communication is approved by 
a partner, officer or director of the issuer;
    (B) Responding to inquiries of a potential purchaser in a 
communication initiated by the potential purchaser; Provided, however, 
That the content of such responses are limited to information contained 
in a registration statement filed under the Securities Act of 1933 or 
other offering document; or
    (C) Performing ministerial and clerical work involved in effecting 
any transaction.
    (b) No presumption shall arise that an associated person of an 
issuer has violated section 15(a) of the Act solely by reason of his 
participation in the sale of securities of the issuer if he does not 
meet the conditions specified in paragraph (a) of this section.
    (c) Definitions. When used in this section:
    (1) The term associated person of an issuer means any natural person 
who is a partner, officer, director, or employee of:
    (i) The issuer;
    (ii) A corporate general partner of a limited partnership that is 
the issuer;
    (iii) A company or partnership that controls, is controlled by, or 
is under common control with, the issuer; or
    (iv) An investment adviser registered under the Investment Advisers 
Act of 1940 to an investment company registered under the Investment 
Company Act of 1940 which is the issuer.
    (2) The term associated person of a broker or dealer means any 
partner, officer, director, or branch manager of such broker or dealer 
(or any person occupying a similar status or performing similar 
functions), any person directly or indirectly controlling, controlled 
by, or under common control with such broker or dealer, or any employee 
of such broker or dealer, except that any person associated with a 
broker or dealer whose functions are solely clerical or ministerial and 
any person who is required under the laws of any State to register as a 
broker or

[[Page 23]]

dealer in that State solely because such person is an issuer of 
securities or associated person of an issuer of securities shall not be 
included in the meaning of such term for purposes of this section.

[50 FR 27946, July 9, 1985]



Sec. 240.3a11-1  Definition of the term ``equity security''.

    The term equity security is hereby defined to include any stock or 
similar security, certificate of interest or participation in any profit 
sharing agreement, preorganization certificate or subscription, 
transferable share, voting trust certificate or certificate of deposit 
for an equity security, limited partnership interest, interest in a 
joint venture, or certificate of interest in a business trust; or any 
security convertible, with or without consideration into such a 
security, or carrying any warrant or right to subscribe to or purchase 
such a security; or any such warrant or right; or any put, call, 
straddle, or other option or privilege of buying such a security from or 
selling such a security to another without being bound to do so.

(Sec. 3, 48 Stat. 882, 15 U.S.C. 78)

[38 FR 11449, May 8, 1973]

                        Miscellaneous Exemptions



Sec. 240.3a12-1  Exemption of certain mortgages and interests in mortgages.

    Mortgages, as defined in section 302(d) of the Emergency Home 
Finance Act of 1970, which are or have been sold by the Federal Home 
Loan Mortgage Corporation are hereby exempted from the operation of such 
provisions of the Act as by their terms do not apply to an ``exempted 
security'' or to ``exempted securities''.

(Sec. 3(a)(12), 48 Stat. 882, 15 U.S.C. 78(c))

[37 FR 25167, Nov. 28, 1972]



Sec. 240.3a12-2  [Reserved]



Sec. 240.3a12-3  Exemption from sections 14(a), 14(b), 14(c), 14(f) and 16 for securities of certain foreign issuers.

    (a) Securities for which the filing of registration statements on 
Form 18 [17 CFR 249.218] are authorized shall be exempt from the 
operation of sections 14 and 16 of the Act.
    (b) Securities registered by a foreign private issuer, as defined in 
Rule 3b-4 (Sec. 240.3b-4 of this chapter), shall be exempt from sections 
14(a), 14(b), 14(c), 14(f) and 16 of the Act.

[44 FR 70137, Dec. 6, 1979, as amended at 47 FR 54780, Dec. 6, 1982; 56 
FR 30067, July 1, 1991]



Sec. 240.3a12-4  Exemptions from sections 15(a) and 15(c)(3) for certain mortgage securities.

    (a) When used in this Rule the following terms shall have the 
meanings indicated:
    (1) The term whole loan mortgage means an evidence of indebtedness 
secured by mortgage, deed of trust, or other lien upon real estate or 
upon leasehold interests therein where the entire mortgage, deed or 
other lien is transferred with the entire evidence of indebtedness.
    (2) The term aggregated whole loan mortgage means two or more whole 
loan mortgages that are grouped together and sold to one person in one 
transaction.
    (3) The term participation interest means an undivided interest 
representing one of only two such interests in a whole loan mortgage or 
in an aggregated whole loan mortgage, provided that the other interest 
is retained by the originator of such participation interest.
    (4) The term commitment means a contract to purchase a whole loan 
mortgage, an aggregated whole loan mortgage or a participation interest 
which by its terms requires that the contract be fully executed within 2 
years.
    (5) The term mortgage security means a whole loan mortgage, an 
aggregated whole loan mortgage, a participation interest, or a 
commitment.
    (b) A mortgage security shall be deemed an ``exempted security'' for 
purposes of subsections (a) and (c)(3) of section 15 of the Act provided 
that, in the case of and at the time of any sale of the mortgage 
security by a broker or dealer, such mortgage security is not in default 
and has an unpaid principal amount of at least $50,000.

[39 FR 19945, June 5, 1974]

[[Page 24]]



Sec. 240.3a12-5  Exemption of certain investment contract securities from sections 7(c) and 11(d)(1).

    (a) An investment contract security involving the direct ownership 
of specified residential real property shall be exempted from the 
provisions of sections 7(c) and 11(d)(1) of the Act with respect to any 
transaction by a broker or dealer who, directly or indirectly, arranges 
for the extension or maintenance of credit on the security to or from a 
customer, if the credit:
    (1) Is secured by a lien, mortgage, deed of trust, or any other 
similar security interest related only to real property: Provided, 
however, That this provision shall not prevent a lender from requiring 
(i) a security interest in the common areas and recreational facilities 
or furniture and fixtures incidental to the investment contract if the 
purchase of such furniture and fixtures is required by, or subject to 
the approval of, the issuer, as a condition of purchase; or (ii) an 
assignment of future rentals in the event of default by the purchaser or 
a co-signer or guarantor on the debt obligation other than the issuer, 
its affiliates, or any broker or dealer offering such securities;
    (2) Is to be repaid by periodic payments of principal and interest 
pursuant to an amortization schedule established by the governing 
instruments: Provided, however, That this provision shall not prevent 
the extension of credit on terms which require the payment of interest 
only, if extended in compliance with the other provisions of this rule; 
and
    (3) Is extended by a lender which is not, directly or indirectly 
controlling, controlled by, or under common control with the broker or 
dealer or the issuer of the securities or affiliates thereof.
    (b) For purposes of this rule:
    (1) Residential real property shall mean real property containing 
living accommodations, whether used on a permanent or transient basis, 
and may include furniture or fixtures if required as a condition of 
purchase of the investment contract or if subject to the approval of the 
issuer.
    (2) Direct ownership shall mean ownership of a fee or leasehold 
estate or a beneficial interest in a trust the purchase of which, under 
applicable local law, is financed and secured by a security interest 
therein similar to a mortgage or deed of trust, but it shall not include 
an interest in a real estate investment trust, an interest in a general 
or limited partnership, or similar indirect interest in the ownership of 
real property.

(Sec. 3(a)(12), 48 Stat. 882, as amended 84 Stat. 718, 1435, 1499 (15 
U.S.C. 78c(12)); sec. 7(c), 48 Stat. 886, as amended 82 Stat. 452 (15 
U.S.C. 78g(c)); sec. 11(d)(1), 48 Stat. 891 as amended 68 Stat. 636 (15 
U.S.C. 78k(d)(1)); sec. 15(c), 48 Stat. 895, as amended 52 Stat. 1075, 
84 Stat. 1653 (15 U.S.C. 78o(c)); sec. 23(a), 48 Stat. 901, as amended 
49 Stat. 704, 1379 (15 U.S.C. 78w(a)))

[40 FR 6646, Feb. 13, 1975]



Sec. 240.3a12-6  Definition of ``common trust fund'' as used in section 3(a)(12) of the Act.

    The term common trust fund as used in section 3(a)(12) of the Act 
(15 U.S.C. 78c(a)(12)) shall include a common trust fund which is 
maintained by a bank which is a member of an affiliated group, as 
defined in section 1504(a) of the Internal Revenue Code of 1954 (26 
U.S.C. 1504(a)), and which is maintained exclusively for the collective 
investment and reinvestment of monies contributed thereto by one or more 
bank members of such affiliated group in the capacity of trustee, 
executor, administrator, or guardian; Provided, That:
    (a) The common trust fund is operated in compliance with the same 
state and federal regulatory requirements as would apply if the bank 
maintaining such fund and any other contributing banks were the same 
entity; and
    (b) The rights of persons for whose benefit a contributing bank acts 
as trustee, executor, administrator, or guardian would not be diminished 
by reason of the maintenance of such common trust fund by another bank 
member of the affiliated group.

(15 U.S.C. 78c(b))

[43 FR 2392, Jan. 17, 1978]

[[Page 25]]



Sec. 240.3a12-7  Exemption for certain derivative securities traded otherwise than on a national securities exchange.

    Any put, call, straddle, option, or privilege traded exclusively 
otherwise than on a national securities exchange and for which 
quotations are not disseminated through an automated quotation system of 
a registered securities association, which relates to any securities 
which are direct obligations of, or obligations guaranteed as to 
principal or interest by, the United States, or securities issued or 
guaranteed by a corporation in which the United States has a direct or 
indirect interest as shall be designated for exemption by the Secretary 
of the Treasury pursuant to section 3(a)(12) of the Act, shall be exempt 
from all provisions of the Act which by their terms do not apply to any 
``exempted security'' or ``exempted securities,'' provided that the 
securities underlying such put, call, straddle, option or privilege 
represent an obligation equal to or exceeding $250,000 principal amount.

(15 U.S.C. 78a et seq., and particularly secs. 3(a)(12), 15(a)(2) and 
23(a) (15 U.S.C. 78c(a)(12), 78o(a)(2) and 78w(a)))

[49 FR 5073, Feb. 10, 1984]



Sec. 240.3a12-8  Exemption for designated foreign government securities for purposes of futures trading.

    (a) When used in this Rule, the following terms shall have the 
meaning indicated:
    (1) The term designated foreign government security shall mean a 
security not registered under the Securities Act of 1933 nor the subject 
of any American depositary receipt so registered, and representing a 
debt obligation of the government of
    (i) The United Kingdom of Great Britain and Northern Ireland;
    (ii) Canada;
    (iii) Japan;
    (iv) The Commonwealth of Australia;
    (v) The Republic of France;
    (vi) New Zealand;
    (vii) The Republic of Austria;
    (viii) The Kingdom of Denmark;
    (ix) The Republic of Finland;
    (x) The Kingdom of the Netherlands;
    (xi) Switzerland;
    (xii) The Federal Republic of Germany;
    (xiii) The Republic of Ireland;
    (xiv) The Republic of Italy;
    (xv) The Kingdom of Spain;
    (xvi) The United Mexican States;
    (xvii) The Federative Republic of Brazil;
    (xviii) The Republic of Argentina;
    (xix) The Republic of Venezuela;
    (xx) The Kingdom of Belgium; or
    (xxi) The Kingdom of Sweden.
    (2) The term qualifying foreign futures contracts shall mean any 
contracts for the purchase or sale of a designated foreign government 
security for future delivery, as ``future delivery'' is defined in 7 
U.S.C. 2, provided such contracts require delivery outside the United 
States, any of its possessions or territories, and are traded on or 
through a board of trade, as defined at 7 U.S.C. 2.
    (b) Any designated foreign government security shall, for purposes 
only of the offer, sale or confirmation of sale of qualifying foreign 
futures contracts, be exempted from all provisions of the Act which by 
their terms do not apply to an ``exempted security'' or ``exempted 
securities.''

(15 U.S.C. 78a et seq., and particularly secs. 3(a)(12), and 23(a) 15 
U.S.C. 78c(a)(12), and 78w(a))

[49 FR 8599, Mar. 8, 1984, as amended at 51 FR 25998, July 18, 1986; 52 
FR 8877, Mar. 20, 1987; 52 FR 42279, Nov. 4, 1987; 53 FR 43863, Oct. 31, 
1988; 57 FR 1378, Jan. 14, 1992; 59 FR 54815, Nov. 2, 1994; 60 FR 62326, 
Dec. 6, 1995; 61 FR 10274, Mar. 13, 1996; 64 FR 10567, Mar. 5, 1999; 64 
FR 29553, June 2, 1999



Sec. 240.3a12-9  Exemption of certain direct participation program securities from the arranging provisions of sections 7(c) and 11(d)(1).

    (a) Direct participation program securities sold on a basis whereby 
the purchase price is paid to the issuer in one or more mandatory 
deferred payments shall be deemed to be exempted securities for purposes 
of the arranging provisions of sections 7(c) and 11(d)(1) of the Act, 
provided that:
    (1) The securities are registered under the Securities Act of 1933 
or are sold or offered exclusively on an intrastate basis in reliance 
upon section 3(a)(11) of that Act;

[[Page 26]]

    (2) The mandatory deferred payments bear a reasonable relationship 
to the capital needs and program objectives described in a business 
development plan disclosed to investors in a registration statement 
filed with the Commission under the Securities Act of 1933 or, where no 
registration statement is required to be filed with the Commission, as 
part of a statement filed with the relevant state securities 
administrator;
    (3) Not less than 50 percent of the purchase price of the direct 
participation program security is paid by the investor at the time of 
sale;
    (4) The total purchase price of the direct participation program 
security is due within three years in specified property programs or two 
years in non-specified property programs. Such pay-in periods are to be 
measured from the earlier of the completion of the offering or one year 
following the effective date of the offering.
    (b) For purposes of this rule:
    (1) Direct participation program shall mean a program financed 
through the sale of securities, other than securities that are listed on 
an exchange, quoted on NASDAQ, or will otherwise be actively traded 
during the pay-in period as a result of efforts by the issuer, 
underwriter, or other participants in the initial distribution of such 
securities, that provides for flow-through tax consequences to its 
investors; Provided, however, That the term ``direct participation 
program'' does not include real estate investment trusts, Subchapter S 
corporate offerings, tax qualified pension and profit sharing plans 
under sections 401 and 403(a) of the Internal Revenue Code (``Code''), 
tax shelter annuities under section 403(b) of the Code, individual 
retirement plans under section 408 of the Code, and any issuer, 
including a separate account, that is registered under the Investment 
Company Act of 1940.
    (2) Business development plan shall mean a specific plan describing 
the program's anticipated economic development and the amounts of future 
capital contributions, in the form of mandatory deferred payments, to be 
required at specified times or upon the occurrence of certain events.
    (3) Specified property program shall mean a direct participation 
program in which, at the date of effectiveness, more than 75 percent of 
the net proceeds from the sale of program securities are committed to 
specific purchases or expenditures. Non-specified property program shall 
mean any other direct participation program.

[51 FR 8801, Mar. 14, 1986]



Sec. 240.3a12-10  Exemption of certain securities issued by the Resolution Funding Corporation.

    Securities that are issued by the Resolution Funding Corporation 
pursuant to section 21B(f) of the Federal Home Loan Bank Act (12 U.S.C. 
1421 et seq.) are exempt from the operation of all provisions of the Act 
that by their terms do not apply to any ``exempted security'' or to 
``exempted securities.''

[54 FR 37789, Sept. 13, 1989]



Sec. 240.3a12-11  Exemption from sections 8(a), 14(a), 14(b), and 14(c) for debt securities listed on a national securities exchange.

    (a) Debt securities that are listed for trading on a national 
securities exchange shall be exempt from the restrictions on borrowing 
of section 8(a) of the Act (15 U.S.C. 78h(a)).
    (b) Debt securities registered pursuant to the provisions of section 
12(b) of the Act (15 U.S.C. 78l(b)) shall be exempt from sections 14(a), 
14(b), and 14(c) of the Act (15 U.S.C. 78n(a), (b), and (c)), except 
that Secs. 240.14a-1, 240.14a-2(a), 240.14a-9, 240.14a-13, 240.14b-1, 
240.14b-2, 240.14c-1, 240.14c-6 and 240.14c-7 shall continue to apply.
    (c) For purposes of this section, debt securities is defined to mean 
any securities that are not ``equity securities'' as defined in section 
3(a)(11) of the Act (15 U.S.C. 78c(a)(11)) and Sec. 240.3a11-1 
thereunder.

[59 FR 55347, Nov. 7, 1994]



Sec. 240.3a40-1  Designation of financial responsibility rules.

    The term financial responsibility rules for purposes of the 
Securities Investor Protection Act of 1970 shall include:
    (a) Any rule adopted by the Commission pursuant to sections 8, 
15(c)(3),

[[Page 27]]

17(a) or 17(e)(1)(A) of the Securities Exchange Act of 1934;
    (b) Any rule adopted by the Commission relating to hypothecation or 
lending of customer securities;
    (c) Any rule adopted by any self-regulatory organization relating to 
capital, margin, recordkeeping, hypothecation or lending requirements; 
and
    (d) Any other rule adopted by the Commission or any self-regulatory 
organization relating to the protection of funds or securities.

(Secs. 3, 15(c)(3), 17(a) and 23 (15 U.S.C. 78c, 78o, 78q(a) and 78u))

[44 FR 28318, May 15, 1979]



Sec. 240.3a43-1  Customer-related government securities activities incidental to the futures-related business of a futures commission merchant registered with 
          the Commodity Futures Trading Commission.

    (a) A futures commission merchant registered with the Commodity 
Futures Trading Commission (``CFTC'') is not a government securities 
broker or government securities dealer solely because such futures 
commission merchant effects transactions in government securities that 
are defined in paragraph (b) of this section as incidental to such 
person's futures-related business.
    (b) Provided that the futures commission merchant maintains in a 
regulated account all funds and securities associated with such 
government securities transactions (except funds and securities 
associated with transactions under paragraph (b)(1)(i) of this section 
and does not advertise that it is in the business of effecting 
transactions in government securities otherwise than in connection with 
futures or options on futures trading or the investment of margin or 
excess funds related to such trading or the trading of any other 
instrument subject to CFTC jurisdiction, the following transactions in 
government securities are incidental to the futures-related business of 
such a futures commission merchant:
    (1) Transactions as agent for a customer--
    (i) To effect delivery pursuant to a futures contract; or
    (ii) For risk reduction or arbitrage of existing or 
contemporaneously created postions in futures or options on futures;
    (2) Transactions as agent for a customer for investment of margin 
and excess funds related to futures or options on futures trading or the 
trading of other instruments subject to CFTC jurisdiction, provided 
further that,
    (i) Such transactions involve Treasury securities with a maturity of 
less than 93 days at the time of the transation.
    (ii) Such transactions generate no monetary profit for the futures 
commission merchant in excess of the costs of executing such 
transactions, or
    (iii) Such transactions are unsolicited, and commissions and other 
income generated on transactions pursuant to this paragraph (b)(2)(iii) 
(including transactional fees paid by the futures commission merchant 
and charged to its customer) do not exceed 2% of such futures commission 
merchant's total commission revenues;
    (3) Exchange of futures for physicals transactions as agent for or 
as principal with a customer; and
    (4) Any transaction or transactions that the Commission exempts, 
either unconditionally or on specified terms and conditions, as 
incidental to the futures-related business of a specified futures 
commission merchant, a specified category of futures commission 
merchants, or futures commission merchants generally.
    (c) Definitions. (1) Customer means any person for whom the futures 
commission merchant effects or intends to effect transactions in 
futures, options on futures, or any other instruments subject to CFTC 
jurisdiction.
    (2) Regulated account means a customer segregation account subject 
to the regulations of the CFTC; provided, however, that, where such 
regulations do not permit to be maintained in such an account or require 
to be maintained in a separate regulated account funds or securities in 
proprietary accounts or funds or securities used as margin for or excess 
funds related to futures contracts, options on futures or any other 
instruments subject to CFTC jurisdiction that trade outside the United 
States, its territories, or possessions, the term regulated account 
means such separate regulated account or any

[[Page 28]]

other account subject to record-keeping regulations of the CFTC.
    (3) Unsolicited transaction means a transaction that is not effected 
in a discretionary account or recommended to a customer by the futures 
commission merchant, an associated person of a futures commission 
merchant, a business affiliate that is controlled by, controlling, or 
under common control with the futures commission merchant, or an 
introducing broker that is guaranteed by the futures commission 
merchant.
    (4) Futures and futures contracts mean contracts of sale of a 
commodity for future delivery traded on or subject to the rules of a 
contract market designated by the CFTC or traded on or subject to the 
rules of any board of trade located outside the United States, its 
territories, or possessions.
    (5) Options on futures means puts or calls on a futures contract 
traded on or subject to the rules of a contract market designated by the 
CFTC or traded or subject to the rules of any board of trade located 
outside the United States, its territories, or possessions.

[52 FR 27969, July 24, 1987]



Sec. 240.3a44-1  Proprietary government securities transactions incidental to the futures-related business of a CFTC-regulated person.

    (a) A person registered with the Commodity Futures Trading 
Commission (``CFTC''), a contract market designated by the CFTC, such a 
contract market's affiliated clearing organization, or any floor trader 
or such a contract market (hereinafter referred to collectively as a 
``CFTC-regulated person'') is not a government securities dealer solely 
because such person effects transactions for its own account in 
government securities that are defined in paragraph (b) of this section 
as incidental to such person's futures-related business.
    (b) Provided that a CFTC-regulated person does not advertise or 
otherwise hold itself out as a government securities dealer except as 
permitted under rule 3a43-1 (Sec. 240.3a43-1) the following transactions 
in government securities for its own account are incidental to the 
futures-related business of such a CFTC-regulated person:
    (1) Transactions to effect delivery of a government security 
pursuant to a futures contract;
    (2) Exchange of futures for physicals transactions with (i) a 
government securities broker or government securities dealer that has 
registered with the Commission or filed notice pursuant to section 
15C(a) of the Act or (ii) a CFTC-regulated person;
    (3) Transactions (including repurchase agreements and reverse 
repurchase agreements) involving segregated customer funds and 
securities or funds and securities held by a clearing organization with 
(i) a government securities broker or government securities dealer that 
has registered with the Commission of filed notice pursuant to section 
15C(a) of the Act or (ii) a bank;
    (4) Transactions for risk reduction or arbitrage of existing or 
contemporaneously created positions in futures or options on futures 
with (i) a government securities broker or government securities dealer 
that has registered with the Commission or filed notice pursuant to 
section 15C(a) of the Act or (ii) a CFTC-regulated person;
    (5) Repurchase and reverse repurchase agreement transactions between 
a futures commission merchant acting in a proprietary capacity and 
another CFTC-regulated person acting in a proprietary capacity and 
contemporaneous offsetting transactions between such a futures 
commission merchant and (i) a government securities broker or government 
securities dealer that has registered with the Commission or filed 
notice pursuant to section 15C(a) of the Act, (ii) a bank, or (iii) a 
CFTC-regulated person acting in a proprietary capacity; and
    (6) Any transaction or transactions that the Commission exempts, 
either unconditionally or on specified terms and conditions, as 
incidental to the futures related business of a specified CFTC-regulated 
person, a specified category of CFTC-regulated persons, or CFTC-
regulated persons generally.
    (c) Definitions. (1) Segregated customer funds means funds subject 
to CFTC segregation requirements.
    (2) Futures and futures contracts means contracts of sale of a 
commodity for future delivery traded on or

[[Page 29]]

subject to the rules of a contract market designated by the CFTC or 
traded on or subject to the rules of any board of trade located outside 
the United States, its territories, or possessions.
    (3) Options on futures means puts or calls on a futures contract 
traded on or subject to the rules of a contract market designated by the 
CFTC or traded on or subject to the rules of any board of trade located 
outside the United States, its territories, or possessions.

[52 FR 27970, July 24, 1987]



Sec. 240.3a51-1  Definition of ``penny stock''.

    For purposes of section 3(a)(51) of the Act, the term ``penny 
stock'' shall mean any equity security other than a security:
    (a) That is a reported security, as defined in 17 CFR 240.11Aa3-1(a) 
of this chapter;

except that a security that is registered on the American Stock 
Exchange, Inc. pursuant to the listing criteria of the Emerging Company 
Marketplace, but that does not otherwise satisfy the requirements of 
paragraph (b), (c), or (d) of this section, shall be a penny stock for 
purposes of section 15(b)(6) of the Act;
    (b) That is issued by an investment company registered under the 
Investment Company Act of 1940;
    (c) That is a put or call option issued by the Options Clearing 
Corporation;
    (d) Except for purposes of section 7(b) of the Securities Act and 
Rule 419 (17 CFR 230.419), that has a price of five dollars or more;
    (1) For purposes of paragraph (d) of this section:
    (i) A security has a price of five dollars or more for a particular 
transaction if the security is purchased or sold in that transaction at 
a price of five dollars or more, excluding any broker or dealer 
commission, commission equivalent, mark-up, or mark-down; and
    (ii) Other than in connection with a particular transaction, a 
security has a price of five dollars or more at a given time if the 
inside bid quotation is five dollars or more; provided, however, that if 
there is no such inside bid quotation, a security has a price of five 
dollars or more at a given time if the average of three or more 
interdealer bid quotations at specified prices displayed at that time in 
an interdealer quotation system, as defined in 17 CFR 240.15c2-7(c)(1), 
by three or more market makers in the security, is five dollars or more.
    (iii) The term ``inside bid quotation'' shall mean the highest bid 
quotation for the security displayed by a market maker in the security 
on an automated interdealer quotation system that has the 
characteristics set forth in section 17B(b)(2) of the Act, or such other 
automated interdealer quotation system designated by the Commission for 
purposes of this section, at any time in which at least two market 
makers are contemporaneously displaying on such system bid and offer 
quotations for the security at specified prices.
    (2) If a security is a unit composed of one or more securities, the 
unit price divided by the number of shares of the unit that are not 
warrants, options, rights, or similar securities must be five dollars or 
more, as determined in accordance with paragraph (d)(1) of this section, 
and any share of the unit that is a warrant, option, right, or similar 
security, or a convertible security, must have an exercise price or 
conversion price of five dollars or more;
    (e) That is registered, or approved for registration upon notice of 
issuance, on a national securities exchange that makes transaction 
reports available pursuant to 17 CFR 240.11Aa3-1 of this chapter, 
provided that:
    (1) Price and volume information with respect to transactions in 
that security is required to be reported on a current and continuing 
basis and is made available to vendors of market information pursuant to 
the rules of the national securities exchange; and
    (2) The security is purchased or sold in a transaction that is 
effected on or through the facilities of the national securities 
exchange, or that is part of a distribution of the security;

except that a security that satisfies the requirements of this 
paragraph, but that does not otherwise satisfy the requirements of 
paragraph (a), (b), (c), or (d) of this section, shall be a penny stock 
for purposes of Section 15(b)(6) of the Act;

[[Page 30]]

    (f) That is authorized, or approved for authorization upon notice of 
issuance, for quotation in the National Association of Securities 
Dealers' Automated Quotation system (NASDAQ), provided that price and 
volume information with respect to transactions in that security is 
required to be reported on a current and continuing basis and is made 
available to vendors of market information pursuant to the rules of the 
National Association of Securities Dealers, Inc.;

except that a security that satisfies the requirements of this 
paragraph, but that does not otherwise satisfy the requirements of 
paragraphs (a), (b), (c), or (d) of this section, shall be a penny stock 
for purposes of section 15(b)(6) of the Act; or

    (g) Whose issuer has:
    (1) Net tangible assets (i.e., total assets less intangible assets 
and liabilities) in excess of $2,000,000, if the issuer has been in 
continuous operation for at least three years, or $5,000,000, if the 
issuer has been in continuous operation for less than three years; or
    (2) Average revenue of at least $6,000,000 for the last three years.
    (3) For purposes of paragraph (g) of this section, net tangible 
assets or average revenues must be demonstrated by financial statements 
dated less than fifteen months prior to the date of the transaction that 
the broker or dealer has reviewed and has a reasonable basis for 
believing are accurate in relation to the date of the transaction, and:
    (i) If the issuer is other than a foreign private issuer, are the 
most recent financial statements for the issuer that have been audited 
and reported on by an independent public accountant in accordance with 
the provisions of 17 CFR 210.2-02; or
    (ii) If the issuer is a foreign private issuer, are the most recent 
financial statements for the issuer that have been filed with the 
Commission or furnished to the Commission pursuant to 17 CFR 240.12g3-
2(b); provided, however, that if financial statements for the issuer 
dated less than fifteen months prior to the date of the transaction have 
not been filed with or furnished to the Commission, financial statements 
dated within fifteen months prior to the transaction shall be prepared 
in accordance with generally accepted accounting principles in the 
country of incorporation, audited in compliance with the requirements of 
that jurisdiction, and reported on by an accountant duly registered and 
in good standing in accordance with the regulations of that 
jurisdiction.
    (4) The broker or dealer shall preserve, as part of its records, 
copies of the financial statements required by paragraph (g)(3) of this 
section for the period specified in 17 CFR 240.17a-4(b).

[57 FR 18032, Apr. 28, 1992, as amended at 58 FR 58101, Oct. 29, 1993]

                               Definitions



Sec. 240.3b-1  Definition of ``listed''.

    The term listed means admitted to full trading privileges upon 
application by the issuer or its fiscal agent or, in the case of the 
securities of a foreign corporation, upon application by a banker 
engaged in distributing them; and includes securities for which 
authority to add to the list on official notice of issuance has been 
granted.

(Sec. 3, 48 Stat. 884; 15 U.S.C. 78c)

[13 FR 8179, Dec. 22, 1948]



Sec. 240.3b-2  Definition of ``officer''.

    The term officer means a president, vice president, secretary, 
treasury or principal financial officer, comptroller or principal 
accounting officer, and any person routinely performing corresponding 
functions with respect to any organization whether incorporated or 
unincorporated.

[47 FR 11464, Mar. 16, 1982; 47 FR 11819, Mar. 19, 1982]



Sec. 240.3b-3  Definition of ``short sale''.

    The term short sale means any sale of a security which the seller 
does not own or any sale which is consummated by the delivery of a 
security borrowed by, or for the account of, the seller. A person shall 
be deemed to own a security if (a) he or his agent has the title to it; 
or (b) he has purchased, or has entered into an unconditional contract, 
binding on both parties thereto, to purchase it but has not yet received 
it; or (c) he owns a security convertible into or exchangeable for it 
and has tendered

[[Page 31]]

such security for conversion or exchange; or (d) he has an option to 
purchase or acquire it and has exercised such option; or (e) he has 
rights or warrants to subscribe to it and has exercised such rights or 
warrants: Provided, however, That a person shall be deemed to own 
securities only to the extent that he has a net long position in such 
securities.

    Cross Reference: For regulations relating to ``short sale'', see 
Secs. 240.10a-1, and 240.10a-2.

[40 FR 25444, June 16, 1975]



Sec. 240.3b-4  Definition of ``foreign government,'' ``foreign issuer'' and ``foreign private issuer''.

    (a) The term foreign government means the government of any foreign 
country or of any political subdivision of a foreign country.
    (b) The term foreign issuer means any issuer which is a foreign 
government, a national of any foreign country or a corporation or other 
organization incorporated or organized under the laws of any foreign 
country.
    (c) The term foreign private issuer means any foreign issuer other 
than a foreign government except an issuer meeting the following 
conditions:
    (1) More than 50 percent of the issuer's outstanding voting 
securities are directly or indirectly held of record by residents of the 
United States; and
    (2) Any of the following:
    (i) The majority of the executive officers or directors are United 
States citizens or residents;
    (ii) More than 50 percent of the assets of the issuer are located in 
the United States; or
    (iii) The business of the issuer is administered principally in the 
United States.

    Instruction to paragraph (c)(1): To determine the percentage of 
outstanding voting securities held by U.S. residents:
    A. Use the method of calculating record ownership in Rule 12g3-2(a) 
under the Act (Sec. 240.12g3-2(a)), except that your inquiry as to the 
amount of shares represented by accounts of customers resident in the 
United States may be limited to brokers, dealers, banks and other 
nominees located in:
    (1) The United States,
    (2) Your jurisdiction of incorporation, and
    (3) The jurisdiction that is the primary trading market for your 
voting securities, if different than your jurisdiction of incorporation.
    B. If, after reasonable inquiry, you are unable to obtain 
information about the amount of shares represented by accounts of 
customers resident in the United States, you may assume, for purposes of 
this definition, that the customers are residents of the jurisdiction in 
which the nominee has its principal place of business.
    C. Count shares of voting securities beneficially owned by residents 
of the United States as reported on reports of beneficial ownership 
provided to you or filed publicly and based on information otherwise 
provided to you.

(Secs. 6, 7, 8, 10, 19(a), 48 Stat. 78, 79, 81, 85; secs. 205, 209, 48 
Stat. 906, 908; sec. 301, 54 Stat. 857; sec. 8, 68 Stat. 685; sec. 1, 79 
Stat. 1051; sec. 308(a)(2), 90 Stat. 57; secs. 12, 13, 15(d), 23(a), 48 
Stat. 892, 894, 895, 901; secs. 1, 3, 8, 49 Stat. 1375, 1377, 1379; sec. 
203(a), 49 Stat. 704; sec. 202, 68 Stat. 686; secs. 3, 4, 6, 78 Stat. 
565-574; secs. 1, 2, 82 Stat. 454; sec. 28(c), 84 Stat. 1435; secs. 1, 
2, 84 Stat. 1497; sec. 105(b), 88 Stat. 1503; secs. 8, 9, 10, 18, 89 
Stat. 117, 118, 119, 155; sec. 308(b), 90 Stat. 57; secs. 202, 203, 204, 
91 Stat. 1494, 1498, 1500; 15 U.S.C. 77f, 77g, 77h, 77j, 77s(a), 78l, 
78m, 78o(d), 78w(a))

[32 FR 7848, May 30, 1967, as amended at 48 FR 46739, Oct. 14, 1983; 64 
FR 53912, Oct. 5, 1999]

    Effective Date Note: At 64 FR 53912, Oct. 5, 1999, in Sec. 240.3b-4, 
the section heading and paragraph (c) were revised effective Sept. 30, 
2000. For the convenience of the user, the superseded text is set forth 
as follows:

Sec. 240.3b-4  Definition of ``foreign government, foreign issuer'' and 
          ``foreign private issuer.''

                                * * * * *

    (c) Foreign private issuer: The term ``foreign private issuer'' 
means any foreign issuer other than a foreign government except an 
issuer meeting the following conditions:
    (1) More than 50 percent of the outstanding voting securities of 
such issuer are held of record either directly or through voting trust 
certificates or depositary receipts by residents of the United States; 
and;
    (2) Any of the following:
    (i) The majority of the executive officers or directors are United 
States citizens or residents,
    (ii) More than 50 percent of the assets of the issuer are located in 
the United States, or
    (iii) The business of the issuer is administered principally in the 
United States. For the purpose of this paragraph, the term ``resident,'' 
as applied to security holders, shall mean any person whose address 
appears

[[Page 32]]

on the records of the issuer, the voting trustee, or the depositary as 
being located in the United States.



Sec. 240.3b-5  Non-exempt securities issued under governmental obligations.

    (a) Any part of an obligation evidenced by any bond, note, 
debenture, or other evidence of indebtedness issued by any governmental 
unit specified in section 3(a)(12) of the Act which is payable from 
payments to be made in respect of property or money which is or will be 
used, under a lease, sale, or loan arrangement, by or for industrial or 
commercial enterprise, shall be deemed to be a separate ``security'' 
within the meaning of section 3(a)(10) of the Act, issued by the lessee 
or obligor under the lease, sale or loan arrangement.
    (b) An obligation shall not be deemed a separate ``security'' as 
defined in paragraph (a) of this section if, (1) the obligation is 
payable from the general revenues of a governmental unit, specified in 
section 3(a)(12) of the Act, having other resources which may be used 
for the payment of the obligation, or (2) the obligation relates to a 
public project or facility owned and operated by or on behalf of and 
under the control of a governmental unit specified in such section, or 
(3) the obligation relates to a facility which is leased to and under 
the control of an industrial or commercial enterprise but is a part of a 
public project which, as a whole, is owned by and under the general 
control of a governmental unit specified in such section, or an 
instrumentality thereof.
    (c) This rule shall apply to transactions of the character described 
in paragraph (a) of this section only with respect to bonds, notes, 
debentures or other evidences of indebtedness sold after December 31, 
1968.

(Sec. 3, 48 Stat. 882; 15 U.S.C. 78c, 77s)

[33 FR 12648, Sept. 6, 1968, as amended at 35 FR 6000, Apr. 11, 1970]



Sec. 240.3b-6  Liability for certain statements by issuers.

    (a) A statement within the coverage of paragraph (b) of this section 
which is made by or on behalf of an issuer or by an outside reviewer 
retained by the issuer shall be deemed not to be a fraudulent statement 
(as defined in paragraph (d) of this section), unless it is shown that 
such statement was made or reaffirmed without a reasonable basis or was 
disclosed other than in good faith.
    (b) This rule applies to the following statements:
    (1) A forward-looking statement (as defined in paragraph (c) of this 
section) made in a document filed with the Commission, in Part I of a 
quarterly report on Form 10-Q and Form 10-QSB, Sec. 249.308a of this 
chapter, or in an annual report to share-holders meeting the 
requirements of Rules 14a-3(b) and (c) or 14c-3(a) and (b) under the 
Securities Exchange Act of 1934, a statement reaffirming such forward-
looking statement subsequent to the date the document was filed or the 
annual report was made publicly available, or a forward-looking 
statement made prior to the date the document was filed or the date the 
annual report was made publicly available if such statement is 
reaffirmed in a filed document, in Part I of a quarterly report on Form 
10-Q and Form 10-QSB, or in an annual report made publicly available 
within a reasonable time after the making of such forward-looking 
statement; Provided, That:
    (i) At the time such statements are made or reaffirmed, either the 
issuer is subject to the reporting requirements of section 13(a) or 
15(d) of the Securities Exchange Act of 1934 and has complied with the 
requirements of Rule 13a-1 or 15d-1 thereunder, if applicable, to file 
its most recent annual report on Form 10-K and Form 10-KSB or Form 20-F 
or Form 40-F; or if the issuer is not subject to the reporting 
requirements of section 13(a) or 15(d) of the Securities Exchange Act of 
1934, the statements are made in a registration statement filed under 
the Securities Act of 1933 offering statement or solicitation of 
interest written document or broadcast script under Regulation A or 
pursuant to section 12 (b) or (g) of the Securities Exchange Act of 
1934, and
    (ii) The statements are not made by or on behalf of an issuer that 
is an investment company registered under the Investment Company Act of 
1940; and

[[Page 33]]

    (2) Information which is disclosed in a document filed with the 
Commission in Part I of a quarterly report on Form 10-Q and Form 10-QSB 
(Sec. 249.308a of this chapter) or in an annual report to shareholders 
meeting the requirements of Rules 14a-3 (b) and (c) or 14c-3 (a) and (b) 
under the Securities Exchange Act of 1934 (Secs. 240.14a-3 (b) and (c) 
or 240.14c-3 (a) and (b) of this chapter) and which relates to (i) the 
effects of changing prices on the business enterprise, presented 
voluntarily or pursuant to Item 303 of Regulation S-K (Sec. 229.303 of 
this chapter) or Regulation S-B (Sec. 228.303 of this chapter) 
``Management's Discussion and Analysis of Financial Condition and 
Results of Operations'' or Item 5 of Form 20-F, ``Operating and 
Financial Review and Prospects'', or Item 302 of Regulation S-K 
(Sec. 229.302 of this chapter), ``Supplementary financial information,'' 
or Rule 3-20(c) of Regulation S-X (Sec. 210.3-20(c)) of this chapter) or 
(ii) the value of proved oil and gas reserves (such as a standardized 
measure of discounted future net cash flows relating to proved oil and 
gas reserves as set forth in paragraphs 30-34 of Statement of Financial 
Accounting Standards No. 69) presented voluntarily or pursuant to Item 
302 of Regulation S-K (Sec. 229.302 of this chapter).
    (c) For the purpose of this rule, the term forward-looking statement 
shall mean and shall be limited to:
    (1) A statement containing a projection of revenues, income (loss), 
earnings (loss) per share, capital expenditures, dividends, capital 
structure or other financial items;
    (2) A statement of management's plans and objectives for future 
operations;
    (3) A statement of future economic performance contained in 
management's discussion and analysis of financial condition and results 
of operations included pursuant to Item 303 of Regulation S-K 
(Sec. 229.303 of this chapter) or Item 5 of Form 20-F or
    (4) Disclosed statements of the assumptions underlying or relating 
to any of the statements described in paragraphs (c) (1), (2), or (3) of 
this section.
    (d) For the purpose of this rule the term fraudulent statement shall 
mean a statement which is an untrue statement of a material fact, a 
statement false or misleading with respect to any material fact, an 
omission to state a material fact necessary to make a statement not 
misleading, or which constitutes the employment of a manipulative, 
deceptive, or fraudulent device, contrivance, scheme, transaction, act, 
practice, course of business, or an artifice to defraud, as those terms 
are used in the Securities Exchange Act of 1934 or the rules or 
regulations promulgated thereunder.

[46 FR 13990, Feb. 25, 1981, as amended at 46 FR 19457, Mar. 31, 1981; 
47 FR 11464, Mar. 16, 1982; 47 FR 54780, Dec. 6, 1982; 47 FR 57915, Dec. 
29, 1982; 48 FR 19876, May 3, 1983; 56 FR 30067, July 1, 1991; 57 FR 
36494, Aug. 13, 1992; 64 FR 53912, Oct. 5, 1999]

    Effective Date Note: At 64 FR 53912, Oct. 5, 1999 Sec. 240.3b-6 was 
amended by removing in paragraph (b)(2)(i) the phrase ``or Item 9 of 
Form 20-F (Sec. 249.220f of this chapter) `Management's discussion and 
analysis of financial condition and results of operations,''' and adding 
in its place, the words ```Management's Discussion and Analysis of 
Financial Condition and Results Of Operations'' or Item 5 of Form 20-F, 
``Operating and Financial Review and Prospects,''' and by removing in 
paragraph (c)(3) the phrase ``Item 9 of Form 20-F'' and adding in its 
place, the phrase ``Item 5 of Form 20-F'', effective Sept. 30, 2000.



Sec. 240.3b-7  Definition of ``executive officer''.

    The term executive officer, when used with reference to a 
registrant, means its president, any vice president of the registrant in 
charge of a principal business unit, division or function (such as 
sales, administration or finance), any other officer who performs a 
policy making function or any other person who performs similar policy 
making functions for the registrant. Executive officers of subsidiaries 
may be deemed executive officers of the registrant if they perform such 
policy making functions for the registrant.

[47 FR 11464, Mar. 16, 1982, as amended at 56 FR 7265, Feb. 21, 1991]

[[Page 34]]



Sec. 240.3b-8  Definitions of ``Qualified OTC Market Maker, Qualified Third Market Maker'' and ``Qualified Block Positioner''.

    For the purposes of Regulation U under the Act (12 CFR part 221):
    (a) The term Qualified OTC Market Maker in an over-the-counter 
(``OTC'') margin security means a dealer in any ``OTC Margin Security'' 
(as that term is defined in section 2(j) of Regulation U (12 CFR 
221.2(j)) who (1) is a broker or dealer registered pursuant to section 
15 of the Act, (2) is subject to and is in compliance with Rule 15c3-1 
(17 CFR 240.15c3-1), (3) has and maintains minimum net capital, as 
defined in Rule 15c3-1, of the lesser of (i) $250,000 or (ii) $25,000 
plus $5,000 for each security in excess of five with regard to which the 
broker or dealer is, or is seeking to become a Qualified OTC Market 
Maker, and (4) except when such activity is unlawful, meets all of the 
following conditions with respect to such security: (i) He regularly 
publishes bona fide, competitive bid and offer quotations in a 
recognized inter-dealer quotation system, (ii) he furnishes bona fide, 
competitive bid and offer quotations to other brokers and dealers on 
request, (iii) he is ready, willing and able to effect transactions in 
reasonable amounts, and at his quoted prices, with other brokers and 
dealers, and (iv) he has a reasonable average rate of inventory turnover 
in such security.
    (b) The term Qualified Third Market Maker means a dealer in any 
stock registered on a national securities exchange (``exchange'') who 
(1) is a broker or dealer registered pursuant to section 15 of the Act, 
(2) is subject to and is in compliance with Rule 15c3-1 (17 CFR 
240.15c3-1), (3) has and maintains minimum net capital, as defined in 
Rule 15c3-1, of the lesser of (i) $500,000 or (ii) $100,000 plus $20,000 
for each security in excess of five with regard to which the broker or 
dealer is, or is seeking to become, a Qualified Third Market Maker, and 
(4) except when such activity is unlawful, meets all of the following 
conditions with respect to such security: (i) He furnishes bona fide, 
competitive bid and offer quotations at all times to other brokers and 
dealers on request, (ii) he is ready, willing and able to effect 
transactions for his own account in reasonable amounts, and at his 
quoted prices with other brokers and dealers, and (iii) he has a 
reasonable average rate of inventory turnover in such security.
    (c) The term Qualified Block Positioner means a dealer who (1) is a 
broker or dealer registered pursuant to section 15 of the Act, (2) is 
subject to and in compliance with Rule 15c3-1 (17 CFR 240.15c3-1), (3) 
has and maintains minimum net capital, as defined in Rule 15c3-1 of 
$1,000,000 and (4) except when such activity is unlawful, meets all of 
the following conditions: (i) He engages in the activity of purchasing 
long or selling short, from time to time, from or to a customer (other 
than a partner or a joint venture or other entity in which a partner, 
the dealer, or a person associated with such dealer, as defined in 
section 3(a) (18) of the Act, participates) a block of stock with a 
current market value of $200,000 or more in a single transaction, or in 
several transactions at approximately the same time, from a single 
source to facilitate a sale or purchase by such customer, (ii) he has 
determined in the exercise of reasonable diligence that the block could 
not be sold to or purchased from others on equivalent or better terms, 
and (iii) he sells the shares comprising the block as rapidly as 
possible commensurate with the circumstances.

(15 U.S.C. 78a et seq., as amended by Pub. L. 94-29 (June 4, 1975), 
particularly secs. 2, 3, 11, 15, 17 and 23 thereof (15 U.S.C. 78b, 78c, 
78k, 78o, 78q and 78w))

[48 FR 39606, Sept. 1, 1983]



Sec. 240.3b-9  Definition of ``bank'' for purposes of section 3(a) (4) and (5) of the Act.

    (a) The term bank as used in the definition of broker and dealer in 
section 3(a) (4) and (5) of the Act does not include a bank that:
    (1) Publicly solicits brokerage business for which it receives 
transaction-related compensation, unless the bank enters into a 
contractual or other arrangement with a broker-dealer registered under 
the Act pursuant to which the broker-dealer will offer brokerage 
services on or off the premises of the bank, provided that:

[[Page 35]]

    (i) Such broker-dealer is clearly identified as the person 
performing the brokerage services;
    (ii) Bank employees perform only clerical and ministerial functions 
in connection with brokerage transactions unless such employees are 
qualified as registered representatives pursuant to the requirements of 
the self-regulatory organizations;
    (iii) Bank employees do not receive, directly or indirectly, 
compensation for any brokerage activities unless such employees are 
qualified as registered representatives pursuant to the requirements of 
the self-regulatory organizations; and
    (iv) Such services are provided by the broker-dealer on a basis in 
which all customers are fully disclosed.
    (2) Directly or indirectly receives transaction-related compensation 
for providing brokerage services for trust, managing agency or other 
accounts to which the bank provides advice, provided, however, that this 
subsection shall not apply if the bank executes transactions through a 
registered broker-dealer and:
    (i) Each account independently chooses the broker-dealer through 
which execution is effected;
    (ii) The bank's personnel do not receive, directly or indirectly, 
transaction-related compensation or compensation based upon the number 
of accounts choosing to use the registered broker-dealer; and
    (iii) The brokerage services are provided by the broker-dealer on a 
basis in which all customers are fully disclosed; or
    (3) Deals in or underwrites securities.
    (b) This rule shall not apply to any bank that engages in one or 
more of the following activities only:
    (1) Effects transactions in exempted or municipal securities as 
defined in the Act or in commercial paper, bankers' acceptances or 
commercial bills;
    (2) Effects no more than 1,000 transactions each year in securities 
other than exempted or municipal securities as defined in the Act or in 
commercial paper, bankers' acceptances or commercial bills;
    (3) Effects transactions for the investment portfolio of affiliated 
companies;
    (4) Effects transactions as part of a program for the investment or 
reinvestment of bank deposit funds into any no-load open-end investment 
company registered pursuant to the Investment Company Act of 1940 that 
attempts to maintain a constant net asset value per share or has an 
investment policy calling for investment of at least 80% of its assets 
in debt securities maturing in thirteen months or less;
    (5) Effects transactions as part of any bonus, profit-sharing, 
pension, retirement, thrift, savings, incentive, stock purchase, stock 
ownership, stock appreciation, stock option, dividend reinvestment or 
similar plan for employees or shareholders of an issuer or its 
subsidiaries;
    (6) Effects transactions pursuant to sections 3(b), 4(2) and 4(6) of 
the Securities Act of 1933 and the rules and regulations thereunder; or
    (7) Is subject to section 15(e) of the Act.
    (c) The Commission, upon written request, or upon its own motion, 
may exempt a bank, either unconditionally or on specific terms and 
conditions, where the Commisison determines that the bank's activities 
are not within the intended meaning and purpose of this rule.
    (d) For purposes of this section, the term transaction-related 
compensation shall mean monetary profit to the bank in excess of cost 
recovery for providing brokerage execution services.

[50 FR 28394, July 12, 1985]



Sec. 240.3b-10  [Reserved]



Sec. 240.3b-11  Definitions relating to limited partnership roll-up transactions for purposes of sections 6(b)(9), 14(h) and 15A(b)(12)-(13).

    For purposes of sections 6(b)(9), 14(h) and 15A(b)(12)-(13) of the 
Act (15 U.S.C. 78f(b)(9), 78n(h) and 78o-3(b)(12)-(13)):
    (a) The term limited partnership roll-up transaction does not 
include a transaction involving only entities that are not ``finite-
life'' as defined in Item 901(b)(2) of Regulation S-K 
(Sec. 229.901(b)(2) of this chapter).

[[Page 36]]

    (b) The term limited partnership roll-up transaction does not 
include a transaction involving only entities registered under the 
Investment Company Act of 1940 (15 U.S.C. 80a-1 et seq.) or any Business 
Development Company as defined in section 2(a)(48) of that Act (15 
U.S.C. 80a-2(a)(48)).
    (c) The term regularly traded shall be defined as in Item 
901(c)(2)(v)(C) of Regulation S-K (Sec. 229.901(c)(2)(v)(C) of this 
chapter).

[59 FR 63684, Dec. 8, 1994]



Sec. 240.3b-12  Definition of OTC derivatives dealer.

    The term OTC derivatives dealer means any dealer that is affiliated 
with a registered broker or dealer (other than an OTC derivatives 
dealer), and whose securities activities:
    (a) Are limited to:
    (1) Engaging in dealer activities in eligible OTC derivative 
instruments that are securities;
    (2) Issuing and reacquiring securities that are issued by the 
dealer, including warrants on securities, hybrid securities, and 
structured notes;
    (3) Engaging in cash management securities activities;
    (4) Engaging in ancillary portfolio management securities 
activities; and
    (5) Engaging in such other securities activities that the Commission 
designates by order pursuant to Sec. 240.15a-1(b)(1); and
    (b) Consist primarily of the activities described in paragraphs 
(a)(1), (a)(2), and (a)(3) of this section; and
    (c) Do not consist of any other securities activities, including 
engaging in any transaction in any security that is not an eligible OTC 
derivative instrument, except as permitted under paragraphs (a)(3), 
(a)(4), and (a)(5) of this section.
    (d) For purposes of this section, the term hybrid security means a 
security that incorporates payment features economically similar to 
options, forwards, futures, swap agreements, or collars involving 
currencies, interest or other rates, commodities, securities, indices, 
quantitative measures, or other financial or economic interests or 
property of any kind, or any payment or delivery that is dependent on 
the occurrence or nonoccurrence of any event associated with a potential 
financial, economic, or commercial consequence (or any combination, 
permutation, or derivative of such contract or underlying interest).

[63 FR 59394, Nov. 3, 1998]



Sec. 240.3b-13  Definition of eligible OTC derivative instrument.

    (a) Except as otherwise provided in paragraph (b) of this section, 
the term eligible OTC derivative instrument means any contract, 
agreement, or transaction that:
    (1) Provides, in whole or in part, on a firm or contingent basis, 
for the purchase or sale of, or is based on the value of, or any 
interest in, one or more commodities, securities, currencies, interest 
or other rates, indices, quantitative measures, or other financial or 
economic interests or property of any kind; or
    (2) Involves any payment or delivery that is dependent on the 
occurrence or nonoccurrence of any event associated with a potential 
financial, economic, or commercial consequence; or
    (3) Involves any combination or permutation of any contract, 
agreement, or transaction or underlying interest, property, or event 
described in paragraphs (a)(1) or (a)(2) of this section.
    (b) The term eligible OTC derivative instrument does not include any 
contract, agreement, or transaction that:
    (1) Provides for the purchase or sale of a security, on a firm 
basis, unless:
    (i) The settlement date for such purchase or sale occurs at least 
one year following the trade date or, in the case of an eligible forward 
contract, at least four months following the trade date; or
    (ii) The material economic features of the contract, agreement, or 
transaction consist primarily of features of a type described in 
paragraph (a) of this section other than the provision for the purchase 
or sale of a security on a firm basis; or
    (2) Provides, in whole or in part, on a firm or contingent basis, 
for the purchase or sale of, or is based on the value of, or any 
interest in, any security (or group or index of securities), and is:

[[Page 37]]

    (i) Listed on, or traded on or through, a national securities 
exchange or registered national securities association, or facility or 
market thereof; or
    (ii) Except as otherwise determined by the Commission by order 
pursuant to Sec. 240.15a-1(b)(2), one of a class of fungible instruments 
that are standardized as to their material economic terms.
    (c) The Commission may issue an order pursuant to Sec. 240.15a-
1(b)(3) clarifying whether certain contracts, agreements, or 
transactions are within the scope of eligible OTC derivative instrument.
    (d) For purposes of this section, the term eligible forward contract 
means a forward contract that provides for the purchase or sale of a 
security other than a government security, provided that, if such 
contract provides for the purchase or sale of margin stock (as defined 
in Regulation U of the Regulations of the Board of Governors of the 
Federal Reserve System, 12 CFR Part 221), such contract either:
    (1) Provides for the purchase or sale of such stock by the issuer 
thereof (or an affiliate that is not a bank or a broker or dealer); or
    (2) Provides for the transfer of transaction collateral in an amount 
that would satisfy the requirements, if any, that would be applicable 
assuming the OTC derivatives dealer party to such transaction were not 
eligible for the exemption from Regulation T of the Regulations of the 
Board of Governors of the Federal Reserve System, 12 CFR part 220, set 
forth in Sec. 240.36a1-1.

[63 FR 59395, Nov. 3, 1998]



Sec. 240.3b-14  Definition of cash management securities activities.

    The term cash management securities activities means securities 
activities that are limited to transactions involving:
    (a) Any taking possession of, and any subsequent sale or disposition 
of, collateral provided by a counterparty, or any acquisition of, and 
any subsequent sale or disposition of, collateral to be provided to a 
counterparty, in connection with any securities activities of the dealer 
permitted under Sec. 240.15a-1 or any non-securities activities of the 
dealer that involve eligible OTC derivative instruments or other 
financial instruments;
    (b) Cash management, in connection with any securities activities of 
the dealer permitted under Sec. 240.15a-1 or any non-securities 
activities of the dealer that involve eligible OTC derivative 
instruments or other financial instruments; or
    (c) Financing of positions of the dealer acquired in connection with 
any securities activities of the dealer permitted under Sec. 240.15a-1 
or any non-securities activities that involve eligible OTC derivative 
instruments or other financial instruments.

[63 FR 59395, Nov. 3, 1998]



Sec. 240.3b-15  Definition of ancillary portfolio management securities activities.

    (a) The term ancillary portfolio management securities activities 
means securities activities that:
    (1) Are limited to transactions in connection with:
    (i) Dealer activities in eligible OTC derivative instruments;
    (ii) The issuance of securities by the dealer; or
    (iii) Such other securities activities that the Commission 
designates by order pursuant to Sec. 240.15a-1(b)(1); and
    (2) Are conducted for the purpose of reducing the market or credit 
risk of the dealer or consist of incidental trading activities for 
portfolio management purposes; and
    (3) Are limited to risk exposures within the market, credit, 
leverage, and liquidity risk parameters set forth in:
    (i) The trading authorizations granted to the associated person (or 
to the supervisor of such associated person) who executes a particular 
transaction for, or on behalf of, the dealer; and
    (ii) The written guidelines approved by the governing body of the 
dealer and included in the internal risk management control system for 
the dealer pursuant to Sec. 240.15c3-4; and
    (4) Are conducted solely by one or more associated persons of the 
dealer who perform substantial duties for, or on behalf of, the dealer 
in connection with its dealer activities in eligible OTC derivative 
instruments.

[[Page 38]]

    (b) The Commission may issue an order pursuant to Sec. 240.15a-
1(b)(4) clarifying whether certain securities activities are within the 
scope of ancillary portfolio management securities activities.

[63 FR 59395, Nov. 3, 1998]



Sec. 240.3b-16  Definitions of terms used in Section 3(a)(1) of the Act.

    (a) An organization, association, or group of persons shall be 
considered to constitute, maintain, or provide ``a market place or 
facilities for bringing together purchasers and sellers of securities or 
for otherwise performing with respect to securities the functions 
commonly performed by a stock exchange,'' as those terms are used in 
section 3(a)(1) of the Act, (15 U.S.C. 78c(a)(1)), if such organization, 
association, or group of persons:
    (1) Brings together the orders for securities of multiple buyers and 
sellers; and
    (2) Uses established, non-discretionary methods (whether by 
providing a trading facility or by setting rules) under which such 
orders interact with each other, and the buyers and sellers entering 
such orders agree to the terms of a trade.
    (b) An organization, association, or group of persons shall not be 
considered to constitute, maintain, or provide ``a market place or 
facilities for bringing together purchasers and sellers of securities or 
for otherwise performing with respect to securities the functions 
commonly performed by a stock exchange,'' solely because such 
organization, association, or group of persons engages in one or more of 
the following activities:
    (1) Routes orders to a national securities exchange, a market 
operated by a national securities association, or a broker-dealer for 
execution; or
    (2) Allows persons to enter orders for execution against the bids 
and offers of a single dealer; and
    (i) As an incidental part of these activities, matches orders that 
are not displayed to any person other than the dealer and its employees; 
or
    (ii) In the course of acting as a market maker registered with a 
self-regulatory organization, displays the limit orders of such market 
maker's, or other broker-dealer's, customers; and
    (A) Matches customer orders with such displayed limit orders; and
    (B) As an incidental part of its market making activities, crosses 
or matches orders that are not displayed to any person other than the 
market maker and its employees.
    (c) For purposes of this section the term order means any firm 
indication of a willingness to buy or sell a security, as either 
principal or agent, including any bid or offer quotation, market order, 
limit order, or other priced order.
    (d) For the purposes of this section, the terms bid and offer shall 
have the same meaning as under Sec. 240.11Ac1-1.
    (e) The Commission may conditionally or unconditionally exempt any 
organization, association, or group of persons from the definition in 
paragraph (a) of this section.

[63 FR 70918, Dec. 22, 1998]

                 Registration and Exemption of Exchanges



Sec. 240.6a-1  Application for registration as a national securities exchange or exemption from registration based on limited volume.

    (a) An application for registration as a national securities 
exchange, or for exemption from such registration based on limited 
volume, shall be filed on Form 1 (Sec. 249.1 of this chapter), in 
accordance with the instructions contained therein.
    (b) Promptly after the discovery that any information filed on Form 
1 was inaccurate when filed, the exchange shall file with the Commission 
an amendment correcting such inaccuracy.
    (c) Promptly after the discovery that any information in the 
statement, any exhibit, or any amendment was inaccurate when filed, the 
exchange shall file with the Commission an amendment correcting such 
inaccuracy.
    (d) Whenever the number of changes to be reported in an amendment, 
or the number of amendments filed, are so great that the purpose of 
clarity will be promoted by the filing of a new complete statement and 
exhibits, an exchange may, at its election, or shall,

[[Page 39]]

upon request of the Commission, file as an amendment a complete new 
statement together with all exhibits which are prescribed to be filed in 
connection with Form 1.

(Secs. 5, 6, 17, 48 Stat. 885, 897, as amended; 15 U.S.C. 78e, 78f, 78q)

[14 FR 7759, Dec. 29, 1949, as amended at 63 FR 70918, Dec. 22, 1998]



Sec. 240.6a-2  Amendments to application.

    (a) A national securities exchange, or an exchange exempted from 
such registration based on limited volume, shall file an amendment to 
Form 1, (Sec. 249.1 of this chapter), which shall set forth the nature 
and effective date of the action taken and shall provide any new 
information and correct any information rendered inaccurate, on Form 1, 
(Sec. 249.1 of this chapter), within 10 days after any action is taken 
that renders inaccurate, or that causes to be incomplete, any of the 
following:
    (1) Information filed on the Execution Page of Form 1, or amendment 
thereto; or
    (2) Information filed as part of Exhibits C, F, G, H, J, K or M, or 
any amendments thereto.
    (b) On or before June 30 of each year, a national securities 
exchange, or an exchange exempted from such registration based on 
limited volume, shall file, as an amendment to Form 1, the following:
    (1) Exhibits D and I as of the end of the latest fiscal year of the 
exchange; and
    (2) Exhibits K, M, and N, which shall be up to date as of the latest 
date practicable within 3 months of the date the amendment is filed.
    (c) On or before June 30, 2001 and every 3 years thereafter, a 
national securities exchange, or an exchange exempted from such 
registration based on limited volume, shall file, as an amendment to 
Form 1, complete Exhibits A, B, C and J. The information filed under 
this paragraph (c) shall be current as of the latest practicable date, 
but shall, at a minimum, be up to date within 3 months as of the date 
the amendment is filed.
    (d)(1) If an exchange, on an annual or more frequent basis, 
publishes, or cooperates in the publication of, any of the information 
required to be filed by paragraphs (b)(2) and (c) of this section, in 
lieu of filing such information, an exchange may:
    (i) Identify the publication in which such information is available, 
the name, address, and telephone number of the person from whom such 
publication may be obtained, and the price of such publication; and
    (ii) Certify to the accuracy of such information as of its 
publication date.
    (2) If an exchange keeps the information required under paragraphs 
(b)(2) and (c) of this section up to date and makes it available to the 
Commission and the public upon request, in lieu of filing such 
information, an exchange may certify that the information is kept up to 
date and is available to the Commission and the public upon request.
    (3) If the information required to be filed under paragraphs (b)(2) 
and (c) of this section is available continuously on an Internet web 
site controlled by an exchange, in lieu of filing such information with 
the Commission, such exchange may:
    (i) Indicate the location of the Internet web site where such 
information may be found; and
    (ii) Certify that the information available at such location is 
accurate as of its date.
    (e) The Commission may exempt a national securities exchange, or an 
exchange exempted from such registration based on limited volume, from 
filing the amendment required by this section for any affiliate or 
subsidiary listed in Exhibit C of the exchange's application for 
registration, as amended, that either:
    (1) Is listed in Exhibit C of the application for registration, as 
amended, of one or more other national securities exchanges; or
    (2) Was an inactive subsidiary throughout the subsidiary's latest 
fiscal year.
    Any such exemption may be granted upon terms and conditions the 
Commission deems necessary or appropriate in the public interest or for 
the protection of investors, provided however, that at least one 
national securities exchange shall be required to file

[[Page 40]]

the amendments required by this section for an affiliate or subsidiary 
described in paragraph (e)(1) of this section.

(15 U.S.C. 78a et seq., as amended by Pub. L. 94-29 (June 4, 1975), and 
particularly secs. 3, 5, 6, 17, 19 and 23 thereof (15 U.S.C. 78, 78e, 
78f, 78g, 78s and 78w))

[63 FR 70918, Dec. 22, 1998]



Sec. 240.6a-3  Supplemental material to be filed by exchanges.

    (a)(1) A national securities exchange, or an exchange exempted from 
such registration based on limited volume, shall file with the 
Commission any material (including notices, circulars, bulletins, lists, 
and periodicals) issued or made generally available to members of, or 
participants or subscribers to, the exchange. Such material shall be 
filed with the Commission within 10 days after issuing or making such 
material available to members, participants or subscribers.
    (2) If the information required to be filed under paragraph (a)(1) 
of this section is available continuously on an Internet web site 
controlled by an exchange, in lieu of filing such information with the 
Commission, such exchange may:
    (i) Indicate the location of the Internet web site where such 
information may be found; and
    (ii) Certify that the information available at such location is 
accurate as of its date.
    (b) Within 15 days after the end of each calendar month, a national 
securities exchange or an exchange exempted from such registration based 
on limited volume, shall file a report concerning the securities sold on 
such exchange during the calendar month. Such report shall set forth:
    (1) The number of shares of stock sold and the aggregate dollar 
amount of such stock sold;
    (2) The principal amount of bonds sold and the aggregate dollar 
amount of such bonds sold; and
    (3) The number of rights and warrants sold and the aggregate dollar 
amount of such rights and warrants sold.

(Secs. 5, 6, 17, 48 Stat. 885, 897, as amended; 15 U.S.C. 78e, 78f, 78q)

[63 FR 70919, Dec. 22, 1998]



Sec. 240.7c2-1  [Reserved]

                 Hypothecation of Customers' Securities



Sec. 240.8c-1  Hypothecation of customers' securities.

    (a) General provisions. No member of a national securities exchange, 
and no broker or dealer who transacts a business in securities through 
the medium of any such member shall, directly or indirectly, hypothecate 
or arrange for or permit the continued hypothecation of any securities 
carried for the account of any customer under circumstances:
    (1) That will permit the commingling of securities carried for the 
account of any such customer with securities carried for the account of 
any other customer, without first obtaining the written consent of each 
such customer to such hypothecation;
    (2) That will permit such securities to be commingled with 
securities carried for the account of any person other than a bona fide 
customer of such member, broker or dealer under a lien for a loan made 
to such member, broker or dealer; or
    (3) That will permit securities carried for the account of customers 
to be hypothecated or subjected to any lien or liens or claim or claims 
of the pledges or pledgees, for a sum which exceeds the aggregate 
indebtedness of all customers in respect of securities carried for their 
accounts; except that this clause shall not be deemed to be violated by 
reason of an excess arising on any day through the reduction of the 
aggregate indebtedness of customers on such day, provided that funds or 
securities in an amount sufficient to eliminate such excess are paid or 
placed in transfer to pledgees for the purpose of reducing the sum of 
the liens or claims to which securities carried for the account of 
customers are subjected as promptly as practicable

[[Page 41]]

after such reduction occurs, but before the lapse of one-half hour after 
the commencement of banking hours on the next banking day at the place 
where the largest principal amount of loans of such member, broker or 
dealer are payable and, in any event, before such member, broker or 
dealer on such day has obtained or increased any bank loan 
collateralized by securities carried for the account of customers.
    (b) Definitions. For the purposes of this section:
    (1) The term customer shall not include any general or special 
partner or any director or officer of such member, broker or dealer, or 
any participant, as such, in any joint, group or syndicate account with 
such member, broker or dealer or with any partner, officer or director 
thereof. The term also shall not include any counterparty who has 
delivered collateral to an OTC derivatives dealer pursuant to a 
transaction in an eligible OTC derivative instrument, or pursuant to the 
OTC derivatives dealer's cash management securities activities or 
ancillary portfolio management securities activities, and who has 
received a prominent written notice from the OTC derivatives dealer 
that:
    (i) Except as otherwise agreed in writing by the OTC derivatives 
dealer and the counterparty, the dealer may repledge or otherwise use 
the collateral in its business;
    (ii) In the event of the OTC derivatives dealer's failure, the 
counterparty will likely be considered an unsecured creditor of the 
dealer as to that collateral;
    (iii) The Securities Investor Protection Act of 1970 (15 U.S.C. 
78aaa through 78lll) does not protect the counterparty; and
    (iv) The collateral will not be subject to the requirements of 
Sec. 240.8c-1, Sec. 240.15c2-1, Sec. 240.15c3-2, or Sec. 240.15c3-3;
    (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 member, broker or 
dealer for the account of any customer;
    (ii) Securities sold and appropriated by such member, 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 member, broker 
or dealer to a customer who has made any payment therefor, to the extent 
that such member, 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 member, broker or dealer are 
subject, any rehypothecation of such securities by another member, 
broker or dealer who is subject to this section or to Sec. 240.15c2-1 
shall be disregarded.
    (c) Exemption for cash accounts. The provisions of paragraph (a)(1) 
of this section shall not apply to any hypothecation of securities 
carried for the account of a customer in a special cash account within 
the meaning of 12 CFR 220.4(c): Provided, That at or before the 
completion of the transaction of purchase of such securities for, or of 
sale of such securities to, such customer, written notice is given or 
sent to such customer disclosing that such securities are or may be 
hypothecated under circumstances which will permit the commingling 
thereof with securities carried for the account of other customers. The 
term the completion of the transaction shall have the meaning given to 
such term by Sec. 240.15c1-1(b).

[[Page 42]]

    (d) Exemption for clearinghouse liens. The provisions of paragraphs 
(a)(2), (a)(3), and (f) of this section shall not apply to any lien or 
claim of the clearing corporation, or similar department or association, 
of a national securities exchange or a registered national securities 
association for a loan made and to be repaid on the same calendar day, 
which is incidental to the clearing of transactions in securities or 
loans through such corporation, department, or association: Provided, 
however, That for the purpose of paragraph (a)(3) of this section, 
``aggregate indebtedness of all customers in respect of securities 
carried for their accounts'' shall not include indebtedness in respect 
of any securities subject to any lien or claim exempted by this 
paragraph.
    (e) Exemption for certain liens on securities of noncustomers. The 
provisions of paragraph (a)(2) of this section shall not be deemed to 
prevent such member, broker or dealer from permitting securities not 
carried for the account of a customer to be subjected (1) to a lien for 
a loan made against securities carried for the account of customers, or 
(2) to a lien for a loan made and to be repaid on the same calendar day. 
For the purpose of this exemption, a loan shall be deemed to be ``made 
against securities carried for the account of customers'' if only 
securities carried for the account of customers are used to obtain or to 
increase such loan or as substitutes for other securities carried for 
the account of customers.
    (f) Notice and certification requirements. No person subject to this 
section shall hypothecate any security carried for the account of a 
customer unless at or prior to the time of each such hypothecation, he 
gives written notice to the pledgee that the security pledged is carried 
for the account of a customer and that such hypothecation does not 
contravene any provision of this section, except that in the case of an 
omnibus account the members, broker or dealer for whom such account is 
carried may furnish a signed statement to the person carrying such 
account that all securities carried therein by such member, broker or 
dealer will be securities carried for the account of his customers and 
that the hypothecation thereof by such member, broker or dealer will not 
contravene any provision of this section. The provisions of this 
paragraph shall not apply to any hypothecation of securities under any 
lien or claim of a pledgee securing a loan made and to be repaid on the 
same calendar day.
    (g) The fact that securities carried for the accounts of customers 
and securities carried for the accounts of others are represented by one 
or more certificates in the custody of a clearing corporation or other 
subsidiary organization of either a national securities exchange or of a 
registered national securities association, or of a custodian bank, in 
accordance with a system for the central handling of securities 
established by a national securities exchange or a registered national 
securities association, pursuant to which system the hypothecation of 
such securities is effected by bookkeeping entries without physical 
delivery of such securities, shall not, in and of itself, result in a 
commingling of securities prohibited by paragraph (a)(1) or (a)(2) of 
this section, whenever a participating member, broker or dealer 
hypothecates securities in accordance with such system: Provided, 
however, That (1) any such custodian of any securities held by or for 
such system shall agree that it will not for any reason, including the 
assertion of any claim, right or lien of any kind, refuse to refrain 
from promptly delivering any such securities (other than securities then 
hypothecated in accordance with such system) to such clearing 
corporation or other subsidiary organization or as directed by it, 
except that nothing in such agreement shall be deemed to require the 
custodian to deliver any securities in contravention of any notice of 
levy, seizure or similar notice, or order or judgment, issued or 
directed by a governmental agency or court, or officer thereof, having 
jurisdiction over such custodian, which on its face affects such 
securities; (2) such systems shall have safeguards in the handling, 
transfer and delivery of securities and provisions for fidelity bond 
coverage of the employees and agents of the clearing corporation or 
other subsidiary organization and for periodic examinations by 
independent public accountants; and (3) the provisions of this paragraph

[[Page 43]]

shall not be effective with respect to any particular system unless the 
agreement required by paragraph (g)(1) of this section and the 
safeguards and provisions required by paragraph (g)(2) of this section 
shall have been deemed adequate by the Commission for the protection of 
investors, and unless any subsequent amendments to such agreement, 
safeguards or provisions shall have been deemed adequate by the 
Commission for the protection of investors.

(Secs. 3, 8, 15, 48 Stat. 882, 888, 895; 15 U.S.C. 78c, 78h, 78o)

    Cross Reference: For interpretative releases applicable to 
Sec. 240.8c-1, see Nos. 2690 and 2822 in tabulation, part 241 of this 
chapter.

[13 FR 8180, Dec. 22, 1948, as amended at 31 FR 7740, June 1, 1966; 37 
FR 73, Jan. 5, 1973; 63 FR 59395, Nov. 3, 1998]



Sec. 240.9b-1  Options disclosure document.

    (a) Definitions. The following definitions shall apply for the 
purpose of this rule.
    (1) Options market means a national securities exchange, an 
automated quotation system of a registered securities association or a 
foreign securities exchange on which standardized options are traded.
    (2) Options class means all options contracts covering the same 
underlying instrument.
    (3) Options disclosure document means a document prepared by one or 
more options markets which contains the information required by this 
rule with respect to the options classes covered by the document.
    (4) Standardized options are options contracts trading on a national 
securities exchange, an automated quotation system of a registered 
securities association, or a foreign securities exchange which relate to 
options classes the terms of which are limited to specific expiration 
dates and exercise prices, or such other securities as the Commission 
may, by order, designate.
    (b)(1) Five preliminary copies of an options disclosure document 
containing the information specified in paragraph (c) of this section 
shall be filed with the Commission by an options market at least 60 days 
prior to the date definitive copies are furnished to customers, unless 
the commission determines otherwise having due regard to the adequacy of 
the information disclosed and the public interest and protection of 
investors. Five copies of the definitive options disclosure document 
shall be filed with the Commission not later than the date the options 
disclosure document is furnished to customers. Notwithstanding the 
above, the use of an options disclosure document shall not be permitted 
unless the options class to which such document relates is the subject 
of an effective registration statement on Form S-20 under the Securities 
Act.
    (2)(i) If the information contained in the options disclosure 
document becomes or will become materially inaccurate or incomplete or 
there is or will be an omission of material information necessary to 
make the disclosure document not misleading, the options market shall 
amend its options disclosure document by filing five copies of an 
amendment to such document with the Commission at least 30 days prior to 
the date definitive copies are furnished to customers, unless the 
Commission determines otherwise having due regard to the adequacy of the 
information disclosed and the public interest and protection of 
investors. Five copies of the definitive options disclosure document, as 
amended, shall be filed with the Commission not later than the date the 
amended options disclosure document is furnished to customers.
    (ii) Notwithstanding paragraph (b)(2)(i) of this section, an options 
market may distribute such materials prior to such 30-day period if it 
determines, in good faith, that such delivery is necessary to ensure 
timely and accurate disclosure with respect to the subject standardized 
options contracts. Five copies of any amendment distributed pursuant to 
this paragraph shall be filed with the Commission at the time of 
distribution. In that instance, if the Commission determines, having 
given due regard to the adequacy of the information disclosed and the 
public interest and the protection of investors, it may require refiling 
of the amendment pursuant to paragraph (b)(2)(i) of this Rule.

[[Page 44]]

    (c) Information required in an options disclosure document. An 
options disclosure document shall contain the following information, 
unless otherwise provided by the Commission, with respect to the options 
classes covered by the document:
    (1) A glossary of terms;
    (2) The mechanics of buying, writing and exercising the options, 
including settlement procedures;
    (3) The risks of trading the options;
    (4) The market for the options;
    (5) A brief reference to the transaction costs, margin requirements 
and tax consequences of options trading;
    (6) Identification of the issuer of the options;
    (7) Identification of the instrument or instruments underlying the 
options class; and
    (8) The registration of the options on Form S-20 and the 
availability of the prospectus and the information in Part II of the 
registration statement; and
    (9) Such other information as the Commission may specify.
    (d) Broker-dealer obligations. (1) No broker or dealer shall accept 
an order from a customer to purchase or sell an option contract relating 
to an options class that is the subject of an options disclosure 
document, or approve the customer's account for the trading of such 
option, unless the broker or dealer furnishes or has furnished to the 
customer the options disclosure document.
    (2) If an options disclosure document is amended, each broker and 
dealer shall promptly send the information contained in the definitive 
amendment to each customer whose account is approved for trading the 
options class(es) to which the options disclosure document relates.

(Sec. 2, 7, 10, 19(a), 48 Stat. 74, 78, 81, 85; secs. 201, 205, 209, 
210, 48 Stat. 905, 906, 908; secs. 1-4, 8, 68 Stat. 683, 685; sec. 
12(a), 73 Stat. 143; sec. 7(a), 74 Stat. 412; sec. 27(a), 84 Stat. 1433; 
sec. 308(a)(2), 90 Stat. 57; sec. 505, 94 Stat. 2292; secs. 9, 15, 
23(a), 48 Stat. 889, 895, 901; sec. 230(a), 49 Stat. 704; secs. 3, 8, 49 
Stat. 1377, 1379; sec. 2, 52 Stat. 1075; secs. 6, 10, 78 Stat. 570-574, 
580; sec. 11(d), 84 Stat. 121; sec. 18, 89 Stat. 155; sec. 204, 91 Stat. 
1500; 15 U.S.C. 77b, 77g, 77j, 77s(a), 78i, 78o, 78w(a))

[47 FR 41956, Sept. 23, 1982, as amended at 51 FR 14982, Apr. 22, 1986]

                               Short Sales



Sec. 240.10a-1  Short sales.

    (a)(1)(i) No person shall, for his own account or for the account of 
any other person, effect a short sale of any security registered on, or 
admitted to unlisted trading privileges on, a national securities 
exchange, if trades in such security are reported pursuant to an 
``effective transaction reporting plan'' as defined in Sec. 240.11Aa3-1 
(Rule 11Aa3-1 under the Act), and information as to such trades is made 
available in accordance with such plan on a real-time basis to vendors 
of market transaction information, (A) below the price at which the last 
sale thereof, regular way, was reported pursuant to an effective 
transaction reporting plan; or (B) at such price unless such price is 
above the next proceeding different price at which a sale of such 
security, regular way, was reported pursuant to an effective transaction 
reporting plan.
    (ii) The provisions of paragraph (a)(1)(i) of this section hereof 
shall not apply to transactions by any person in NASDAQ securities as 
defined in Sec. 240.11Aa3-1 (Rule 11Aa3-1 under the Act) except for 
those NASDAQ securities for which transaction reports are collected, 
processed, and made available pursuant to the plan originally submitted 
to the Commission pursuant to Rule 17a-15 (subsequently amended and 
redesignated as Rule 11Aa3-1) under the Act, which plan was declared 
effective as of May 17, 1974.
    (2) Notwithstanding paragraph (a)(1) of this section, any exchange, 
by rule, may require that no person shall, for his own account or the 
account of any other person, effect a short sale of any such security on 
that exchange (i) below the price at which the last sale thereof, 
regular way, was effected on such exchange, or (ii) at such price unless 
such price is above the next preceding different price at which a sale 
of such securities, regular way, was effected on such exchange, if that 
exchange determines that such action is necessary or appropriate in its 
market in the public interest or for the protection of investors; and, 
if an exchange adopts such a rule, no person shall, for his own account 
or for the account of any other person, effect a short sale of

[[Page 45]]

any such security on such exchange otherwise than in accordance with 
such rule, and compliance with any such rule of an exchange shall 
constitute compliance with this paragraph (a).
    (3) In determining the price at which a short sale may be effected 
after a security goes ex-dividend, ex-right, or ex-any other 
distribution, all sale prices prior to the ``ex'' date may be reduced by 
the value of such distribution.
    (b) No person shall, for his own account or for the account of any 
other person, effect on a national securities exchange a short sale of 
any security not covered by paragraph (a) of this rule, (1) below the 
price at which the last sale thereof, regular way, was effected on such 
exchange, or (2) at such price unless such price is above the next 
preceding different price at which a sale of such security, regular way, 
was effected on such exchange. In determining the price at which a short 
sale may be effected after a security goes ex-dividend, ex-right, or ex-
any other distribution, all sale prices prior to the ``ex'' date may be 
reduced by the value of such distribution.
    (c) No broker or dealer shall, by the use of any facility of a 
national securities exchange, or any means or instrumentality of 
interstate commerce, or of the mails, effect any sell order for a 
security registered on, or admitted to unlisted trading privileges on, a 
national securities exchange unless such order is marked either ``long'' 
or ``short.''
    (d) No broker or dealer shall mark any order to sell a security 
registered on, or admitted to unlisted trading privileges on, a national 
securities exchange ``long'' unless (1) the security to be delivered 
after sale is carried in the account for which the sale is to be 
effected, or (2) such broker or dealer is informed that the seller owns 
the security ordered to be sold and, as soon as is possible without 
undue inconvenience or expense, will deliver the security owned to the 
account for which the sale is to be effected.
    (e) The provisions of paragraphs (a) and (b) of this section (and of 
any exchange rule adopted in accordance with paragraph (a) of this 
section) shall not apply to:
    (1) Any sale by any person, for an account in which he has an 
interest, if such person owns the security sold and intends to deliver 
such security as soon as is possible without undue inconvenience or 
expense;
    (2) Any broker or dealer in respect of a sale, for an account in 
which he has no interest, pursuant to an order to sell which is marked 
``long'';
    (3) Any sale by an odd-lot dealer or an exchange with which it is 
registered for such security, or any over-the-counter sale by a third 
market maker to offset odd-lot orders of customers;
    (4) Any sale by an odd-lot dealer on an exchange with which it is 
registered for such security, or any over-the-counter sale by a third 
market maker to liquidate a long position which is less than a round 
lot, provided such sale does not change the position of such odd-lot 
dealer or such market maker by more than the unit of trading;
    (5) Any sale of a security covered by paragraph (a) of this section 
(except a sale to a stabilizing bid complying with Sec. 242.104 of this 
chapter) by a registered specialist or registered exchange market maker 
for its own account on any exchange with which it is registered for such 
security, or by a third market maker for its own account over-the-
counter,
    (i) Effected at a price equal to or above the last sale, regular 
way, reported for such security pursuant to an effective transaction 
reporting plan; or
    (ii) Effected at a price equal to the most recent offer communicated 
for the security by such registered specialist, registered exchange 
market maker or third market maker to an exchange or a national 
securities association (``association'') pursuant to Sec. 240.11Ac1-1, 
if such offer, when communicated, was equal to or above the last sale, 
regular way, reported for such security pursuant to an effective 
transaction reporting plan:

Provided, however, That any exchange, by rule, may prohibit its 
registered specialist and registered exchange market makers from 
availing themselves of the exemption afforded by this paragraph (e)(5) 
if that exchange determines that such action is necessary or appropriate 
in its market in the public

[[Page 46]]

interest or for the protection of investors;
    (6) Any sale of a security covered by paragraph (b) of this section 
on a national securities exchange (except a sale to a stabilizing bid 
complying with Sec. 242.104 of this chapter) effected with the approval 
of such exchange which is necessary to equalize the price of such 
security thereon with the current price of such security on another 
national securities exchange which is the principal exchange market for 
such security;
    (7) Any sale of a security for a special arbitrage acccount by a 
person who then owns another security by virtue of which he is, or 
presently will be, entitled to acquire an equivalent number of 
securities of the same class as the securities sold; provided such sale, 
or the purchase with such sale offsets, is effected for the bona fide 
purpose of profitting from a current difference between the price of 
security sold and the security owned and that such right of acquisition 
was originally attached to or represented by another security or was 
issued to all the holders of any such class of securities of the issuer.
    (8) Any sale of a security registered on, or admitted to unlisted 
trading privileges on, a national securities exchange effected for a 
special international arbitrage account for the bona fide purpose of 
profitting from a current difference between the price of such security 
on a securities market not within or subject to the jurisdiction of the 
United States and on a securities market subject to the jurisdiction of 
the United States; provided the seller at the time of such sale knows 
or, by virtue of information currently received, has reasonable grounds 
to believe that an offer enabling him to cover such sale is then 
available to him such foreign securities market and intends to accept 
such offer immediately;
    (9)  [Reserved]
    (10) Any sale by an underwriter, or any member of a syndicate or 
group participating in the distribution of a security, in connection 
with an over-allotment of securities, or any lay-off sale by such a 
person in connection with a distribution of securities through rights or 
a standby underwriting commitment; or
    (11) Any sale of a security covered by paragraph (a) of this section 
(except a sale to a stabilizing bid complying with Sec. 242.104 of this 
chapter) by any broker or dealer, for his own account or for the account 
of any other person, effected at a price to the most recent offer 
communicated by such broker or dealer to an exchange or association 
pursuant to Sec. 240.11Ac1-1 in an amount less than or equal to the 
quotation size associated with such offer, if such offer, when 
communicated, was (i) above the price at which the last sale, regular 
way, for such security was reported pursuant to an effective transaction 
reporting plan; or (ii) at such last sale price, if such last sale price 
is above the next preceding different price at which a sale of such 
security, regular way, was reported pursuant to an effective transaction 
reporting plan.
    (12) For the purposes of paragraph (e)(8) of this section, a 
depositary receipt of a security shall be deemed to be the same security 
as the security represented by such receipt. For the purposes of 
paragraphs (e)(3), (4) and (5) of this section, the term ``third market 
maker'' shall mean any broker or dealer who holds itself out as being 
willing to buy and sell a reported security for its own account on a 
regular and continuous basis otherwise than on an exchange in amounts of 
less than block size.
    (13) A broker-dealer that has acquired a security while acting in 
the capacity of a block positioner shall be deemed to own such security 
for the purposes of Rule 3b-3 (Sec. 240.3b-3) and of this section not 
withstanding that such broker-dealer may not have a net long position in 
such security if and to the extent that such broker-dealer's short 
position in such security is the subject of one or more offsetting 
positions created in the course of bona fide arbitrage, risk arbitrage, 
or bona fide hedge activities.
    (f) This rule shall not prohibit any transaction or transactions 
which the Commission, upon written request or upon its own motion, 
exempts, either

[[Page 47]]

unconditionally or on specified terms and conditions.

(Secs. 2, 3, 6, 9, 10, 15, 17 and 23, Pub. L. 78-291, 48 Stat. 881, 882, 
885, 889, 891, 895, 897 and 901, as amended by secs. 2, 3, 4, 11, 14 and 
18, Pub. L. 94-29, 89 Stat. 97, 104, 121, 137 and 155 (15 U.S.C. 78b, 
78c, 78f, 78i, 78j, 78o, 78q, and 78w); sec. 15A, as added by sec. 1, 
Pub. L. 75-719, 52 Stat. 1070, as amended by sec. 12, Pub. L. 94-29, 89 
Stat. 127 (15 U.S.C. 78o-3); sec. 11A, as added by sec. 7, Pub. L. 94-
29, 89 Stat. 111 (15 U.S.C. 78k-1); 15 U.S.C. 78a et seq., and 
particularly secs. 2, 3, 10(a), 10(b), 15(c), and 23(a), 15 U.S.C. 78b, 
78c, 78i(a)(6), 78j(a), 78j(b), 78o(c), and 78w(a))

    Cross References:  For interpretative release applicable to 
Sec. 240.10a-1, see No. 1571 in tabulation, part 241 of this chapter; 
for definition of ``short sale'', see Sec. 240.3b-3.

[40 FR 25444, June 16, 1975, as amended at 45 FR 12390, Feb. 26, 1980; 
45 FR 79021, Nov. 28, 1981; 46 FR 49114, Oct. 8, 1981; 49 FR 9415, Mar. 
13, 1984; 51 FR 8804, Mar. 14, 1986; 52 FR 24152, June 29, 1987; 58 FR 
18146, Apr. 8, 1993: 62 FR 543, Jan. 3, 1997]



Sec. 240.10a-2  Requirements for covering purchases.

    (a) No broker or dealer shall lend, or arrange for the loan of, any 
security registered on, or admitted to unlisted trading privileges on, a 
national securities exchange for delivery to the broker for the 
purchaser after sale, or shall fail to deliver a security on the date 
delivery is due, if such broker or dealer knows or has reasonable 
grounds to believe that the sale was effected, or will be effected, 
pursuant to an order marked ``long,'' unless such broker or dealer 
knows, or has been informed by the seller (1) that the security sold has 
been forwarded to the account for which the sale was effected, or (2) 
that the seller owns the security sold, that it is then impracticable to 
deliver to such account the security owned and that he will deliver such 
security to such account as soon as it is possible without undue 
inconvenience or expense.
    (b) The provisions of paragraph (a) of this section shall not apply 
(1) to the lending of a security registered on, or admitted to unlisted 
trading privileges on, a national securities exchange by a broker or 
dealer through the medium of a loan to another broker or dealer, or (2) 
to any loan, or arrangement for the loan, of any such security, or to 
any failure to deliver any such security if, prior to such loan, 
arrangement or failure to deliver, a national securities exchange, in 
the case of a sale effected thereon, or a national securities 
association, in the case of a sale not effected on an exchange, finds 
(i) that such sale resulted from a mistake made in good faith, (ii) that 
due diligence was used to ascertain that the circumstances specified in 
Sec. 240.10a-1(d)(1) existed or to obtain the information specified in 
clause (2) thereof, and (iii) either that the condition of the market at 
the time the mistake was discovered was such that undue hardship would 
result from covering the transaction by a ``purchase for cash'' or that 
the mistake was made by the seller's broker and the sale was at a price 
permissible for a short sale under Sec. 240.10a-1 (a) or (b).

(Sec. 10, 48 Stat. 891, as amended, 64 Stat. 1265, 15 U.S.C. 78j(a); 
sec. 23(a), 48 Stat. 901, as amended, 49 Stat. 704, as amended, 49 Stat. 
1379, as amended, Pub. L. 94-29 Sec. 18 (June 4, 1975), 15 U.S.C. 
78w(a))

    Cross Reference: For interpretative release applicable to 
Sec. 240.10a-2, see No. 1571 in tabulation, Part 241 of this chapter.

[40 FR 25445, June 16, 1975]

           Manipulative and Deceptive Devices and Contrivances



Sec. 240.10b-1  Prohibition of use of manipulative or deceptive devices or contrivances with respect to certain securities exempted from registration.

    The term manipulative or deceptive device or contrivance, as used in 
section 10(b) (48 Stat. 891; 15 U.S.C. 78j(b)), is hereby defined to 
include any act or omission to act with respect to any security exempted 
from the operation of section 12(a) (48 Stat. 892; 15 U.S.C. 78l(a)) 
pursuant to any section in this part which specifically provides that 
this section shall be applicable to such security if such act or 
omission to act would have been unlawful under section 9(a) (48 Stat. 
889; 15 U.S.C. 78i(a)), or any rule or regulation heretofore or 
hereafter prescribed thereunder, if done or omitted to be done with 
respect to a security registered on a national securities exchange, and 
the use of any means or instrumentality of

[[Page 48]]

interstate commerce or of the mails or of any facility of any national 
securities exchange to use or employ any such device or contrivance in 
connection with the purchase or sale of any such security is hereby 
prohibited.

(Secs. 10, 12, 48 Stat. 891, 892; 15 U.S.C. 78j, 78l)

    Cross References: For applicability of this section, see 
Secs. 240.12a-4 and 240.12a-5. For regulations relating to employment of 
manipulative and deceptive devices, see Secs. 240.10b-3 and 240.10b-5.

[13 FR 8183, Dec. 22, 1948]



Sec. 240.10b-2  [Reserved]



Sec. 240.10b-3  Employment of manipulative and deceptive devices by brokers or dealers.

    (a) It shall be unlawful for any broker or dealer, directly or 
indirectly, by the use of any means or instrumentality of interstate 
commerce, or of the mails, or of any facility of any national securities 
exchange, to use or employ, in connection with the purchase or sale of 
any security otherwise than on a national securities exchange, any act, 
practice, or course of business defined by the Commission to be included 
within the term ``manipulative, deceptive, or other fraudulent device or 
contrivance'', as such term is used in section 15(c)(1) of the act.
    (b) It shall be unlawful for any municipal securities dealer 
directly or indirectly, by the use of any means or instrumentality of 
interstate commerce, or of the mails, or of any facility of any national 
securities exchange, to use or employ, in connection with the purchase 
or sale of any municipal security, any act, practice, or course of 
business defined by the Commission to be included within the term 
``manipulative, deceptive, or other fraudulent device or contrivance,'' 
as such term is used in section 15(c)(1) of the act.

(Secs. 10, 12, 48 Stat. 891, 892, as amended; 15 U.S.C. 78j, 78l)

    Cross References: See also Sec. 240.10b-5. For regulation relating 
to prohibition of manipulative or deceptive devices, see Sec. 240.10b-1. 
For the term ``manipulative, deceptive, or other fraudulent device or 
contrivance'', as used in section 15(c)(1) of the act, see 
Secs. 240.15c1-2 to 240.15c1-9.

[13 FR 8183, Dec. 22, 1948, as amended at 19 FR 8017, Dec. 4, 1954; 41 
FR 22824, June 7, 1976]



Sec. 240.10b-4  [Reserved]



Sec. 240.10b-5  Employment of manipulative and deceptive devices.

    It shall be unlawful for any person, directly or indirectly, by the 
use of any means or instrumentality of interstate commerce, or of the 
mails or of any facility of any national securities exchange,
    (a) To employ any device, scheme, or artifice to defraud,
    (b) To make any untrue statement of a material fact or to omit to 
state a material fact necessary in order to make the statements made, in 
the light of the circumstances under which they were made, not 
misleading, or
    (c) To engage in any act, practice, or course of business which 
operates or would operate as a fraud or deceit upon any person,

in connection with the purchase or sale of any security.

(Sec. 10; 48 Stat. 891; 15 U.S.C. 78j)

[13 FR 8183, Dec. 22, 1948, as amended at 16 FR 7928, Aug. 11, 1951]



Secs. 240.10b-6--240.10b-8  [Reserved]



Sec. 240.10b-9  Prohibited representations in connection with certain offerings.

    (a) It shall constitute a manipulative or deception device or 
contrivance, as used in section 10(b) of the Act, for any person, 
directly or indirectly, in connection with the offer or sale of any 
security, to make any representation:
    (1) To the effect that the security is being offered or sold on an 
``all-or-none'' basis, unless the security is part of an offering or 
distribution being made on the condition that all or a specified amount 
of the consideration paid for such security will be promptly refunded to 
the purchaser unless (i) all of the securities being offered are sold at 
a specified price within a specified time, and (ii) the total amount due 
to the seller is received by him by a specified date; or
    (2) To the effect that the security is being offered or sold on any 
other basis

[[Page 49]]

whereby all or part of the consideration paid for any such security will 
be refunded to the purchaser if all or some of the securities are not 
sold, unless the security is part of an offering or distribution being 
made on the condition that all or a specified part of the consideration 
paid for such security will be promptly refunded to the purchaser unless 
(i) a specified number of units of the security are sold at a specified 
price within a specified time, and (ii) the total amount due to the 
seller is received by him by a specified date.
    (b) This rule shall not apply to any offer or sale of securities as 
to which the seller has a firm commitment from underwriters or others 
(subject only to customary conditions precedent, including ``market 
outs'') for the purchase of all the securities being offered.

(Sec. 10, 48 Stat. 891, as amended; 15 U.S.C. 78j)

[27 FR 9943, Oct. 10, 1962]



Sec. 240.10b-10  Confirmation of transactions.

    Preliminary Note. This section requires broker-dealers to disclose 
specified information in writing to customers at or before completion of 
a transaction. The requirements under this section that particular 
information be disclosed is not determinative of a broker-dealer's 
obligation under the general antifraud provisions of the federal 
securities laws to disclose additional information to a customer at the 
time of the customer's investment decision.

    (a) Disclosure requirement. It shall be unlawful for any broker or 
dealer to effect for or with an account of a customer any transaction 
in, or to induce the purchase or sale by such customer of, any security 
(other than U.S. Savings Bonds or municipal securities) unless such 
broker or dealer, at or before completion of such transaction, gives or 
sends to such customer written notification disclosing:
    (1) The date and time of the transaction (or the fact that the time 
of the transaction will be furnished upon written request to such 
customer) and the identity, price, and number of shares or units (or 
principal amount) of such security purchased or sold by such customer; 
and
    (2) Whether the broker or dealer is acting as agent for such 
customer, as agent for some other person, as agent for both such 
customer and some other person, or as principal for its own account; and 
if the broker or dealer is acting as principal, whether it is a market 
maker in the security (other than by reason of acting as a block 
positioner); and
    (i) If the broker or dealer is acting as agent for such customer, 
for some other person, or for both such customer and some other person:
    (A) The name of the person from whom the security was purchased, or 
to whom it was sold, for such customer or the fact that the information 
will be furnished upon written request of such customer; and
    (B) The amount of any remuneration received or to be received by the 
broker from such customer in connection with the transaction unless 
remuneration paid by such customer is determined pursuant to written 
agreement with such customer, otherwise than on a transaction basis; and
    (C) For a transaction in any subject security as defined in 
Sec. 240.11Ac1-2 or a security authorized for quotation on an automated 
interdealer quotation system that has the characteristics set forth in 
section 17B of this Act (15 U.S.C. 78q-2), a statement whether payment 
for order flow is received by the broker or dealer for transactions in 
such securities and the fact that the source and nature of the 
compensation received in connection with the particular transaction will 
be furnished upon written request of the customer; and
    (D) The source and amount of any other remuneration received or to 
be received by the broker in connection with the transaction: Provided, 
however, that if, in the case of a purchase, the broker was not 
participating in a distribution, or in the case of a sale, was not 
participating in a tender offer, the written notification may state 
whether any other remuneration has been or will be received and the fact 
that the source and amount of such other remuneration will be furnished 
upon written request of such customer; or

[[Page 50]]

    (ii) If the broker or dealer is acting as principal for its own 
account:
    (A) In the case where such broker or dealer is not a market maker in 
an equity security and, if, after having received an order to buy from a 
customer, the broker or dealer purchased the equity security from 
another person to offset a contemporaneous sale to such customer or, 
after having received an order to sell from a customer, the broker or 
dealer sold the security to another person to offset a contemporaneous 
purchase from such customer, the difference between the price to the 
customer and the dealer's contemporaneous purchase (for customer 
purchases) or sale price (for customer sales); or
    (B) In the case of any other transaction in a reported security, or 
an equity security that is quoted on NASDAQ or traded on a national 
securities exchange and that is subject to last sale reporting, the 
reported trade price, the price to the customer in the transaction, and 
the difference, if any, between the reported trade price and the price 
to the customer.
    (3) Whether any odd-lot differential or equivalent fee has been paid 
by such customer in connection with the execution of an order for an 
odd-lot number of shares or units (or principal amount) of a security 
and the fact that the amount of any such differential or fee will be 
furnished upon oral or written request: Provided, however, that such 
disclosure need not be made if the differential or fee is included in 
the remuneration disclosure, or exempted from disclosure, pursuant to 
paragraph (a)(2)(i)(B) of this section; and
    (4) In the case of any transaction in a debt security subject to 
redemption before maturity, a statement to the effect that such debt 
security may be redeemed in whole or in part before maturity, that such 
a redemption could affect the yield represented and the fact that 
additional information is available upon request; and
    (5) In the case of a transaction in a debt security effected 
exclusively on the basis of a dollar price:
    (i) The dollar price at which the transaction was effected, and
    (ii) The yield to maturity calculated from the dollar price: 
Provided, however, that this paragraph (a)(5)(ii) shall not apply to a 
transaction in a debt security that either:
    (A) Has a maturity date that may be extended by the issuer thereof, 
with a variable interest payable thereon; or
    (B) Is an asset-backed security, that represents an interest in or 
is secured by a pool of receivables or other financial assets that are 
subject continuously to prepayment; and
    (6) In the case of a transaction in a debt security effected on the 
basis of yield:
    (i) The yield at which the transaction was effected, including the 
percentage amount and its characterization (e.g., current yield, yield 
to maturity, or yield to call) and if effected at yield to call, the 
type of call, the call date and call price; and
    (ii) The dollar price calculated from the yield at which the 
transaction was effected; and
    (iii) If effected on a basis other than yield to maturity and the 
yield to maturity is lower than the represented yield, the yield to 
maturity as well as the represented yield; Provided, however, that this 
paragraph (a)(6)(iii) shall not apply to a transaction in a debt 
security that either:
    (A) Has a maturity date that may be extended by the issuer thereof, 
with a variable interest rate payable thereon; or
    (B) Is an asset-backed security, that represents an interest in or 
is secured by a pool of receivables or other financial assets that are 
subject continuously to prepayment; and
    (7) In the case of a transaction in a debt security that is an 
asset-backed security, which represents an interest in or is secured by 
a pool of receivables or other financial assets that are subject 
continuously to prepayment, a statement indicating that the actual yield 
of such asset-backed security may vary according to the rate at which 
the underlying receivables or other financial assets are prepaid and a 
statement of the fact that information concerning the factors that 
affect yield (including at a minimum estimated yield, weighted average 
life, and the prepayment assumptions underlying yield) will be furnished 
upon written request of such customer; and

[[Page 51]]

    (i)-(ii) [Reserved]
    (iii) For a transaction in any subject security as defined in 
Sec. 240.11Ac1-2 or a security authorized for quotation on an automated 
interdealer quotation system that has the characteristics set forth in 
Section 17B of the Act (15 U.S.C. 78q-2), a statement whether payment 
for order flow is received by the broker or dealer for transactions in 
such securities and that the source and nature of the compensation 
received in connection with the particular transaction will be furnished 
upon written request of the customer; and
    (iv) The source and amount of any other remuneration received or to 
be received by him in connection with the transaction: Provided, 
however, That if, in the case of a purchase, the broker was not 
participating in a distribution, or in the case of a sale, was not 
participating in a tender offer, the written notification may state 
whether any other remuneration has been or will be received and that the 
source and amount of such other remuneration will be furnished upon 
written request of such customer; and
    (8) If he is acting as principal for his own account. (i)(A) If he 
is not a market maker in that security and, if, after having received an 
order to buy from such customer, he purchased the security from another 
person to offset a contemporaneous sale to such customer or, after 
having received an order to sell from such customer, he sold the 
security to another person to offset a contemporaneous purchase from 
such a customer, the amount of any mark-up, mark-down, or similar 
remuneration received in an equity security; or
    (B) In any other case of a transaction in a reported security, the 
trade price reported in accordance with an effective transaction 
reporting plan, the price to the customer in the transaction, and the 
difference, if any, between the reported trade price and the price to 
the customer.
    (ii) In the case of a transaction in an equity security, whether he 
is a market maker in the security (otherwise than by reason of his 
acting as a block positioner in that security).
    (9) That the broker or dealer is not a member of the Securities 
Investor Protection Corporation (SIPC), or that the broker or dealer 
clearing or carrying the customer account is not a member of SIPC, if 
such is the case: Provided, however, that this paragraph (a)(9) shall 
not apply in the case of a transaction in shares of a registered open-
end investment company or unit investment trust if:
    (i) The customer sends funds or securities directly to, or receives 
funds or securities directly from, the registered open-end investment 
company or unit investment trust, its transfer agent, its custodian, or 
other designated agent, and such person is not an associated person of 
the broker or dealer required by paragraph (a) of this section to send 
written notification to the customer; and
    (ii) The written notification required by paragraph (a) of this 
section is sent on behalf of the broker or dealer to the customer by a 
person described in paragraph (a)(9)(i) of this section.
    (b) Alternative periodic reporting. A broker or dealer may effect 
transactions for or with the account of a customer without giving or 
sending to such customer the written notification described in paragraph 
(a) of this section if:
    (1) Such transactions are effected pursuant to a periodic plan or an 
investment company plan, or effected in shares of any open-end 
management investment company registered under the Investment Company 
Act of 1940 that holds itself out as a money market fund and attempts to 
maintain a stable net asset value per share: Provided, however, that no 
sales load is deducted upon the purchase or redemption of shares in the 
money market fund; and
    (2) Such broker or dealer gives or sends to such customer within 
five business days after the end of each quarterly period, for 
transactions involving investment company and periodic plans, and after 
the end of each monthly period, for other transactions described in 
paragraph (c)(1) of this section, a written statement disclosing each 
purchase or redemption, effected for or with, and each dividend or 
distribution credited to or reinvested for, the account of such customer 
during

[[Page 52]]

the month; the date of such transaction; the identity, number, and price 
of any securities purchased or redeemed by such customer in each such 
transaction; the total number of shares of such securities in such 
customer's account; any remuneration received or to be received by the 
broker or dealer in connection therewith; and that any other information 
required by paragraph (a) of this section will be furnished upon written 
request: Provided, however, that the written statement may be delivered 
to some other person designated by the customer for distribution to the 
customer; and
    (3) Such customer is provided with prior notification in writing 
disclosing the intention to send the written information referred to in 
paragraph (c)(1) of this section in lieu of an immediate confirmation.
    (c) A broker or dealer shall give or send to a customer information 
requested pursuant to this rule within 5 business days of receipt of the 
request: Provided, however, That in the case of information pertaining 
to a transaction effected more than 30 days prior to receipt of the 
request, the information shall be given or sent to the customer within 
15 business days.
    (d) Definitions. For the purposes of this section:
    (1) Customer shall not include a broker or dealer;
    (2) Completion of the transaction shall have the meaning provided in 
rule 15c1-1 under the Act;
    (3) Time of the transaction means the time of execution, to the 
extent feasible, of the customer's order;
    (4) Debt security as used in paragraphs (a)(3), (4), and (5) only, 
means any security, such as a bond, debenture, note, or any other 
similar instrument which evidences a liability of the issuer (including 
any such security that is convertible into stock or a similar security) 
and fractional or participation interests in one or more of any of the 
foregoing: Provided, however, That securities issued by an investment 
company registered under the Investment Company Act of 1940 shall not be 
included in this definition;
    (5) Periodic plan means any written authorization for a broker 
acting as agent to purchase or sell for a customer a specific security 
or securities (other than securities issued by an open end investment 
company or unit investment trust registered under the Investment Company 
Act of 1940), in specific amounts (calculated in security units or 
dollars), at specific time intervals and setting forth the commissions 
or charges to be paid by the customer in connection therewith (or the 
manner of calculating them); and
    (6) Investment company plan means any plan under which securities 
issued by an open-end investment company or unit investment trust 
registered under the Investment Company Act of 1940 are purchased by a 
customer (the payments being made directly to, or made payable to, the 
registered investment company, or the principal underwriter, custodian, 
trustee, or other designated agent of the registered investment 
company), or sold by a customer pursuant to:
    (i) An individual retirement or individual pension plan qualified 
under the Internal Revenue Code;
    (ii) A contractual or systematic agreement under which the customer 
purchases at the applicable public offering price, or redeems at the 
applicable redemption price, such securities in specified amounts 
(calculated in security units or dollars) at specified time intervals 
and setting forth the commissions or charges to be paid by such customer 
in connection therewith (or the manner of calculating them; or
    (iii) Any other arrangement involving a group of two or more 
customers and contemplating periodic purchases of such securities by 
each customer through a person designated by the group: Provided, That 
such arrangement requires the registered investment company or its 
agent--
    (A) To give or send to the designated person, at or before the 
completion of the transaction for the purchase of such securities, a 
written notification of the receipt of the total amount paid by the 
group;
    (B) To send to anyone in the group who was a customer in the prior 
quarter and on whose behalf payment has not been received in the current 
quarter a quarterly written statement reflecting that a payment was not 
received on his behalf; and

[[Page 53]]

    (C) To advise each customer in the group if a payment is not 
received from the designated person on behalf of the group within 10 
days of a date certain specified in the arrangement for delivery of that 
payment by the designated person and thereafter to send to each such 
customer the written notification described in paragraph (a) of this 
section for the next three succeeding payments.
    (7) Reported security shall have the meaning provided in Rule 11Aa3-
1 under the Act.
    (8) Effective transaction reporting plan shall have the meaning 
provided in Rule 11Aa3-1 under the Act.
    (9) Payment for order flow shall mean any monetary payment, service, 
property, or other benefit that results in remuneration, compensation, 
or consideration to a broker or dealer from any broker or dealer, 
national securities exchange, registered securities association, or 
exchange member in return for the routing of customer orders by such 
broker or dealer to any broker or dealer, national securities exchange, 
registered securities association, or exchange member for execution, 
including but not limited to: research, clearance, custody, products or 
services; reciprocal agreements for the provision of order flow; 
adjustment of a broker or dealer's unfavorable trading errors; offers to 
participate as underwriter in public offerings; stock loans or shared 
interest accrued thereon; discounts, rebates, or any other reductions of 
or credits against any fee to, or expense or other financial obligation 
of, the broker or dealer routing a customer order that exceeds that fee, 
expense or financial obligation.
    (10) Asset-backed security means a security that is primarily 
serviced by the cashflows of a discrete pool of receivables or other 
financial assets, either fixed or revolving, that by their terms convert 
into cash within a finite time period plus any rights or other assets 
designed to assure the servicing or timely distribution of proceeds to 
the security holders.
    (e) The Commission may exempt any broker or dealer from the 
requirements of paragraphs (a) and (b) of this section with regard to 
specific transactions of specific classes of transactions for which the 
broker or dealer will provide alternative procedures to effect the 
purposes of this section; any such exemption may be granted subject to 
compliance with such alternative procedures and upon such other stated 
terms and conditions as the Commission may impose.

(Secs. 3, 9, 10, 11, 15, 17, 23, 48 Stat. 891, 89 Stat. 97, 121, 137, 
156 (15 U.S.C. 78c, 78i, 78j, 78k, 78o, 78q, 78w))

[43 FR 47503, Oct. 16, 1978, as amended at 48 FR 17585, Apr. 25, 1983; 
50 FR 37654, Sept. 17, 1985; 53 FR 40721, Oct. 18, 1988; 59 FR 55012, 
Nov. 2, 1994; 59 FR 59620, Nov. 17, 1994; 59 FR 60555, Nov. 25, 1994]



Sec. 240.10b-13  [Reserved]



Sec. 240.10b-16  Disclosure of credit terms in margin transactions.

    (a) It shall be unlawful for any broker or dealer to extend credit, 
directly or indirectly, to any customer in connection with any 
securities transaction unless such broker or dealer has established 
procedures to assure that each customer:
    (1) Is given or sent at the time of opening the account, a written 
statement or statements disclosing (i) the conditions under which an 
interest charge will be imposed; (ii) the annual rate or rates of 
interest that can be imposed; (iii) the method of computing interest; 
(iv) if rates of interest are subject to change without prior notice, 
the specific conditions under which they can be changed; (v) the method 
of determining the debit balance or balances on which interest is to be 
charged and whether credit is to be given for credit balances in cash 
accounts; (vi) what other charges resulting from the extension of 
credit, if any, will be made and under what conditions; and (vii) the 
nature of any interest or lien retained by the broker or dealer in the 
security or other property held as collateral and the conditions under 
which additional collateral can be required: Provided, however, That the 
requirements of this subparagraph will be met in any case where the 
account is opened by telephone if the information required to be 
disclosed is orally communicated to the customer at that

[[Page 54]]

time and the required written statement or statements are sent to the 
customer immediately thereafter: And provided, further, That in the case 
of customers to whom credit is already being extended on the effective 
date of this section, the written statement or statements required 
hereunder must be given or sent to said customers within 90 days after 
the effective date of this section; and
    (2) Is given or sent a written statement or statements, at least 
quarterly, for each account in which credit was extended, disclosing (i) 
the balance at the beginning of the period; the date, amount and a brief 
description of each debit and credit entered during such period; the 
closing balance; and, if interest is charged for a period different from 
the period covered by the statement, the balance as of the last day of 
the interest period; (ii) the total interest charge for the period 
during which interest is charged (or, if interest is charged separately 
for separate accounts, the total interest charge for each such account), 
itemized to show the dates on which the interest period began and ended; 
the annual rate or rates of interest charged and the interest charge for 
each such different annual rate of interest; and either each different 
debit balance on which an interest calculation was based or the average 
debit balance for the interest period, except that if an average debit 
balance is used, a separate average debit balance must be disclosed for 
each interest rate applied; and (iii) all other charges resulting from 
the extension of credit in that account: Provided, however, That if the 
interest charge disclosed on a statement is for a period different from 
the period covered by the statement, there must be printed on the 
statement appropriate language to the effect that it should be retained 
for use in conjunction with the next statement containing the remainder 
of the required information: And provided further, That in the case of 
``equity funding programs'' registered under the Securities Act of 1933, 
the requirements of this paragraph will be met if the broker or dealer 
furnishes to the customer, within 1 month after each extension of 
credit, a written statement or statements containing the information 
required to be disclosed under this paragraph.
    (b) It shall be unlawful for any broker or dealer to make any 
changes in the terms and conditions under which credit charges will be 
made (as described in the initial statement made under paragraph (a) of 
this section), unless the customer shall have been given not less than 
thirty (30) days written notice of such changes, except that no such 
prior notice shall be necessary where such changes are required by law: 
Provided, however, That if any change for which prior notice would 
otherwise be required under this paragraph results in a lower interest 
charge to the customer than would have been imposed before the change, 
notice of such change may be given within a reasonable time after the 
effective date of the change.

(15 U.S.C. 78j)

[34 FR 19718, Dec. 16, 1969]



Sec. 240.10b-17  Untimely announcements of record dates.

    (a) It shall constitute a ``manipulative or deceptive device or 
contrivance'' as used in section 10(b) of the Act for any issuer of a 
class of securities publicly traded by the use of any means or 
instrumentality of interstate commerce or of the mails or of any 
facility of any national securities exchange to fail to give notice in 
accordance with paragraph (b) of this section of the following actions 
relating to such class of securities:
    (1) A dividend or other distribution in cash or in kind, except an 
ordinary interest payment on a debt security, but including a dividend 
or distribution of any security of the same or another issuer;
    (2) A stock split or reverse split; or
    (3) A rights or other subscription offering.
    (b) Notice shall be deemed to have been given in accordance with 
this section only if:
    (1) Given to the National Association of Securities Dealers, Inc., 
no later than 10 days prior to the record date involved or, in case of a 
rights subscription or other offering if such 10 days advance notice is 
not practical, on or before the record date and in no

[[Page 55]]

event later than the effective date of the registration statement to 
which the offering relates, and such notice includes:
    (i) Title of the security to which the declaration relates;
    (ii) Date of declaration;
    (iii) Date of record for determining holders entitled to receive the 
dividend or other distribution or to participate in the stock or reverse 
split;
    (iv) Date of payment or distribution or, in the case of a stock or 
reverse split or rights or other subscription offering, the date of 
delivery;
    (v) For a dividend or other distribution including a stock or 
reverse split or rights or other subscription offering:
    (a) In cash, the amount of cash to be paid or distributed per share, 
except if exact per share cash distributions cannot be given because of 
existing conversion rights which may be exercised during the notice 
period and which may affect the per share cash distribution, then a 
reasonable approximation of the per share distribution may be provided 
so long as the actual per share distribution is subsequently provided on 
the record date,
    (b) In the same security, the amount of the security outstanding 
immediately prior to and immediately following the dividend or 
distribution and the rate of the dividend or distribution,
    (c) In any other security of the same issuer, the amount to be paid 
or distributed and the rate of the dividend or distribution,
    (d) In any security of another issuer, the name of the issuer and 
title of that security, the amount to be paid or distributed, and the 
rate of the dividend or distribution and if that security is a right or 
a warrant, the subscription price,
    (e) In any other property (including securities not covered under 
paragraphs (b)(1)(v) (b) through (d) of this section) the identity of 
the property and its value and basis for assigning that value;
    (vi) Method of settlement of fractional interests;
    (vii) Details of any condition which must be satisfied or Government 
approval which must be secured to enable payment of distribution; and in
    (viii) The case of stock or reverse split in addition to the 
aforementioned information;
    (a) The name and address of the transfer or exchange agent; or
    (2) The Commission, upon written request or upon its own motion, 
exempts the issuer from compliance with paragraph (b)(1) of this section 
either unconditionally or on specified terms or conditions, as not 
constituting a manipulative or deceptive device or contrivance 
comprehended within the purpose of this section; or
    (3) Given in accordance with procedures of the national securities 
exchange or exchanges upon which a security of such issuer is registered 
pursuant to section 12 of the Act which contain requirements 
substantially comparable to those set forth in paragraph (b)(1) of this 
section.
    (c) The provisions of this rule shall not apply, however, to 
redeemable securities issued by open-end investment companies and unit 
investment trusts registered with the Commission under the Investment 
Company Act of 1940.

(Secs. 10(b), 23(a), 48 Stat. 891, as amended, 49 Stat. 1379, 15 U.S.C. 
78j)

[36 FR 11514, June 15, 1971, as amended at 37 FR 4330, Mar. 2, 1972]



Sec. 240.10b-18  Purchases of certain equity securities by the issuer and others.

    (a) Definitions. Unless the context otherwise requires, all terms 
used in this section shall have the same meaning as in the Act. In 
addition, unless the context otherwise requires, the following 
definitions shall apply:
    (1) The term affiliate means any person that directly or indirectly 
controls, is controlled by, or is under common control with, the issuer;
    (2) The term affiliated purchaser means:
    (i) A person acting in concert with the issuer for the purpose of 
acquiring the issuer's securities; or
    (ii) An affiliate who, directly or indirectly, controls the issuer's 
purchases of such securities, whose purchases are controlled by the 
issuer or whose purchases are under common control with those of the 
issuer;

Provided, however, That the term ``affiliated purchaser'' shall not 
include a

[[Page 56]]

broker, dealer, or other person solely by reason of his making Rule 10b-
18 bids or effecting Rule 10b-18 purchases on behalf of the issuer and 
for its account and shall not include an officer or director of the 
issuer solely by reason of his participation in the decision to 
authorize Rule 10b-18 bids or Rule 10b-18 purchases by or on behalf of 
the issuer;
    (3) The term Rule 10b-18 purchase means a purchase of common stock 
of an issuer by or for the issuer or any affiliated purchaser of the 
issuer, but does not include any purchase of such stock
    (i) Effected during the restricted period specified in Sec. 242.102 
of this chapter, during a distribution (as defined in Sec. 242.100 of 
this chapter) of such common stock or a distribution for which such 
common stock is a reference security, by the issuer or any of its 
affiliated purchasers;
    (ii) Effected by or for an issuer plan by an agent independent of 
the issuer;
    (iii) If it is a fractional interest in a security, evidenced by a 
script certificate, order form, or similar document;
    (iv) Pursuant to a merger, acquisition, or similar transaction 
involving a recapitalization;
    (v) Which is subject to Rule 13e-1 under the Act [Sec. 240.13e-1];
    (vi) Pursuant to a tender offer that is subject to Rule 13e-4 under 
the Act [Sec. 240.13e-4] or specifically excepted therefrom;
    (vii) Pursuant to a tender offer that is subject to section 14(d) of 
the Act and the rules and regulations thereunder.
    (4) The term Rule 10b-18 bid means (i) A bid for securities that, if 
accepted, or (ii) A limit order to purchase securities that, if 
executed, would result in a Rule 10b-18 purchase;
    (5) The term plan has the meaning contained in Sec. 242.100 of this 
chapter;
    (6) The term agent independent of the issuer has the meaning 
contained in Sec. 242.100 of this chapter;
    (i) The agent is not an affiliate of the issuer; and
    (ii) Neither the issuer nor any affiliate of the issuer exercises 
any direct or indirect control or influence over the times when, or the 
prices at which, the independent agent may purchase the issuer's common 
stock for the issuer plan, the amounts of the security to be purchased, 
the manner in which the security is to be purchased, or the selection of 
a broker or dealer (other than the independent agent itself) through 
which purchases may be executed;

Provided, however, That the issuer or its affiliate will not be deemed 
to have such control or influence solely because it revises not more 
than once in any three-month period the basis for determining the amount 
of its contributions to the issuer plan or the basis for determining the 
frequency of its allocations to the issuer plan, or any formula 
specified in the plan that determines the amount of shares to be 
purchased by the agent;
    (7) The term consolidated system means the consolidated transaction 
reporting system contemplated by Rule 11Aa3-1 [Sec. 240.11Aa3-1];
    (8) The term reported security means any security as to which last 
sale information is reported in the consolidated system;
    (9) The term exchange traded security means any security, except a 
reported security, that is listed, or admitted to unlisted trading 
privileges, on a national securities exchange;
    (10) The term NASDAQ security means any security, except a reported 
security, as to which bid and offer quotations are reported in the 
automated quotation system (``NASDAQ'') operated by the National 
Association of Securities Dealers, Inc. (``NASD'');
    (11) The term trading volume means:
    (i) With respect to a reported security, the average daily trading 
volume for the security reported in the consolidated system in the four 
calendar weeks preceding the week in which the Rule 10b-18 purchase is 
to be effected or the Rule 10b-18 bid is to be made;
    (ii) With respect to an exchange traded security, the average of the 
aggregate daily trading volume, including the daily trading volume 
reported on all exchanges on which the security is traded and, if such 
security is also a NASDAQ security, the daily trading volume for such 
security made available by the NASD, for the four calendar weeks 
preceding the week in which the Rule 10b-18 purchase is to be

[[Page 57]]

effected or the Rule 10b-18 bid is to be made;
    (iii) With respect to a NASDAQ security that is not an exchange 
traded security, the average daily trading volume for such security made 
available by the NASD for the four calendar weeks preceding the week in 
which the Rule 10b-18 purchase is to be effected or the Rule 10b-18 bid 
is to be made;


Provided, however, That such trading volume under paragraphs (a)(11) 
(i), (ii) and (iii) of this section shall not include any Rule 10b-18 
purchase of a block by or for the issuer or any affiliated purchaser of 
the issuer;
    (12) The term purchase price means the price paid per share
    (i) For a reported security, or an exchange traded security on a 
national securities exchange, exclusive of any commission paid to a 
broker acting as agent, or commission equivalent, mark-up, or 
differential paid to a dealer;
    (ii) For a NASDAQ security, or a security that is not a reported 
security or a NASDAQ security, otherwise than on a national securities 
exchange, inclusive of any commission equivalent, mark-up, or 
differential paid to a dealer;
    (13) The term round lot means 100 shares or other customary unit of 
trading for a security;
    (14) The term block means a quantity of stock that either
    (i) Has a purchase price of $200,000 or more; or
    (ii) Is at least 5,000 shares and has a purchase price of at least 
$50,000; or
    (iii) Is at least 20 round lots of the security and totals 150 
percent or more of the trading volume for that security or, in the event 
that trading volume data are unavailable, is at least 20 round lots of 
the security and totals at least one-tenth of one percent (.001) of the 
outstanding shares of the security, exclusive of any shares owned by any 
affiliate;

Provided, however, That a block under paragraphs (a)(14) (i), (ii) and 
(iii) of this section shall not include any amount that a broker or a 
dealer, acting as principal, has accumulated for the purpose of sale or 
resale to the issuer or to any affiliated purchaser of the issuer if the 
issuer or such affiliated purchaser knows or has reason to know that 
such amount was accumulated for such purpose, nor shall it include any 
amount that a broker or dealer has sold short to the issuer if the 
issuer or such affiliated purchaser knows or has reason to know that the 
sale was a short sale.
    (15) The term market-wide trading suspension means either:
    (i) A market-wide trading halt imposed pursuant to the rules of a 
national securities exchange or a registered national securities 
association, in response to a market-wide decline during a single 
trading session; or
    (ii) A market-wide trading suspension ordered by the Commission 
pursuant to Section 12(k) of the Act, 15 U.S.C. 78l(k).
    (b) Conditions to be met. In connection with a Rule 10b-18 purchase, 
or with a Rule 10b-18 bid that is made by the use of any means or 
instrumentality of interstate commerce or of the mails, or of any 
facility of any national securities exchange, an issuer, or an 
affiliated purchaser of the issuer, shall not be deemed to have violated 
section 9(a)(2) of the Act or Rule 10b-5 under the Act, solely by reason 
of the time or price at which its Rule 10b-18 bids or Rule 10b-18 
purchases are made of the amount of such bids or purchases or the number 
of brokers or dealers used in connection with such bids or purchases if 
the issuer or affiliated purchaser of the issuer:
    (1) (One broker or dealer) Effects all Rule 10b-18 purchases from or 
through only one broker on any single day, or, if a broker is not used, 
with only one dealer on a single day, and makes or causes to be made all 
Rule 10b-18 bids to or through only one broker on any single day, or, if 
a broker is not used, to only one dealer on a single day; Provided, 
however, That
    (i) This paragraph (b)(1) shall not apply to Rule 10b-18 purchases 
which are not solicited by or on behalf of the issuer or affiliated 
purchaser; and
    (ii) Where Rule 10b-18 purchases or Rule 10-b18 bids are made by or 
on behalf of more than one affiliated purchaser of the issuer (or the 
issuer and one or more of its affiliated purchasers) on a single day, 
this paragraph

[[Page 58]]

(b)(1) shall apply to all such bids and purchases in the aggregate; and
    (2) (Time of purchases) Effects all Rule 10b-18 purchases from or 
through a broker or dealer
    (i) In a reported security, (A) such that the purchase would not 
constitute the opening transaction in the security reported in the 
consolidated system; and (B) if the principal market of such security is 
an exchange, at a time other than during the one-half hour before the 
scheduled close of trading on the principal market; and (C) if the 
purchase is to be made on an exchange, at a time other than during the 
one-half hour before the scheduled close of trading on the national 
securities exchange on which the purchase is to be made; and (D) if the 
purchase is to be made otherwise than on a national securities exchange, 
at a time other than during the one-half hour before the termination of 
the period in which last sale prices are reported in the consolidated 
system;
    (ii) In any exchange traded security, on any national securities 
exchange, (A) such that the Rule 10b-18 purchase would not constitute 
the opening transaction in the security on such exchange; and (B) at a 
time other than during the one-half hour before the scheduled close of 
trading on the exchange;
    (iii) In any NASDAQ security, othewise than on a national securities 
exchange, if a current independent bid quotation for the security is 
reported in Level 2 of NASDAQ; and
    (3) (Price of purchase) Effects all Rule 10b-18 purchases from or 
through a broker or dealer at a purchase price, or makes or causes to be 
made all Rule 10b-18 bids to or through a broker or dealer at a price.
    (i) For a reported security, that is not higher than the published 
bid, as that term is defined in Rule 11Ac1-1(a)(9) under the Act, that 
is the highest current independent published bid or the last independent 
sale price reported in the consolidated system, whichever is higher;
    (ii) On a national securities exchange, for an exchange traded 
security, that is not higher than the current independent bid quotation 
or the last independent sale price on that exchange, whichever is 
higher;
    (iii) Otherwise than on a national securities exchange for a NASDAQ 
security, that is not higher than the lowest current independent offer 
quotation reported in Level 2 of NASDAQ; or
    (iv) Otherwise than on a national securities exchange, for a 
security that is not a reported security or a NASDAQ security, that is 
not higher than the lowest current independent offer quotation, 
determined on the basis of reasonable inquiry; and
    (4) (Volume of purchases) Effects from or through a broker or dealer 
all Rule 10b-18 purchases other than block purchases
    (i) Of a reported security, an exchange traded security or a NASDAQ 
security, in an amount that, when added to the amounts of all other Rule 
10b-18 purchases, other than block purchases, from or through a broker 
or dealer effected by or for the issuer or any on that day, does not 
exceed the higher of (A) one round lot or (B) the number of round lots 
closet to 25 percent of the trading volume for the security;
    (ii) Of any other security, in an amount that (A) when added to the 
amounts of all other Rule 10b-18 purchases, other than block purchases, 
from or through a broker or dealer effected by or for the issuer or any 
affiliated purchaser of the issuer on that day, does not exceed one 
round lot or (B) when added to the amounts of all other Rule 10b-18 
purchases other than block purchases from or through a broker or dealer 
effected by or for the issuer or any affiliated purchaser of the issuer 
during that day and the preceding five business days, does not exceed 1/
20th of one percent (0.0005) of the outstanding shares of the security, 
exclusive of shares known to be owned beneficially by affiliates.
    (c) Conditions following a market-wide trading suspension. The 
conditions of paragraph (b) of this section shall apply in connection 
with a Rule 10b-18 bid or a Rule 10b-18 purchase effected during a 
trading session following the termination of a market-wide trading 
suspension, except that the time of purchase condition in paragraph 
(b)(2) of this section shall not apply, either:

[[Page 59]]

    (1) From the reopening of trading until the scheduled close of 
trading; or
    (2) At the opening of trading on the next trading day, if a market-
wide trading suspension is in effect at the scheduled close of a trading 
session.
    (d) No presumption shall arise that an issuer or affiliated 
purchaser of an issuer has violated the anti-manipulation provisions of 
sections 9(a)(2) or 10(b) of the Act, 15 U.S.C. 78i(a)(2) or 78j(b), or 
Sec. 240.10b-5, if the Rule 10b-18 bids or Rule 10b-18 purchases of such 
issuer or affiliated purchaser do not meet the conditions specified in 
paragraphs (b) or (c) of this section.

[47 FR 53339, Nov. 26, 1982, as amended at 62 FR 543, Jan. 3, 1997; 62 
FR 11323, Mar. 12, 1997; 64 FR 52433, Sept. 29, 1999]



Sec. 240.10b-21  [Reserved]

                        Reports Under Section 10A



Sec. 240.10A-1  Notice to the Commission Pursuant to Section 10A of the Act.

    (a)(1) If any issuer with a reporting obligation under the Act 
receives a report requiring a notice to the Commission in accordance 
with section 10A(b)(3) of the Act, 15 U.S.C. 78j-1(b)(3), the issuer 
shall submit such notice to the Commission's Office of the Chief 
Accountant within the time period prescribed in that section. The notice 
may be provided by facsimile, telegraph, personal delivery, or any other 
means, provided it is received by the Office of the Chief Accountant 
within the required time period.
    (2) The notice specified in paragraph (a)(1) of this section shall 
be in writing and:
    (i) Shall identify the issuer (including the issuer's name, address, 
phone number, and file number assigned to the issuer's filings by the 
Commission) and the independent accountant (including the independent 
accountant's name and phone number, and the address of the independent 
accountant's principal office);
    (ii) Shall state the date that the issuer received from the 
independent accountant the report specified in section 10A(b)(2) of the 
Act, 15 U.S.C. 78j-1(b)(2);
    (iii) Shall provide, at the election of the issuer, either:
    (A) A summary of the independent accountant's report, including a 
description of the act that the independent accountant has identified as 
a likely illegal act and the possible effect of that act on all affected 
financial statements of the issuer or those related to the most current 
three-year period, whichever is shorter; or
    (B) A copy of the independent accountant's report; and
    (iv) May provide additional information regarding the issuer's views 
of and response to the independent accountant's report.
    (3) Reports of the independent accountant submitted by the issuer to 
the Commission's Office of the Chief Accountant in accordance with 
paragraph (a)(2)(iii)(B) of this section shall be deemed to have been 
made pursuant to section 10A(b)(3) or section 10A(b)(4) of the Act, 15 
U.S.C. 78j-1(b)(3) or 78j-1(b)(4), for purposes of the safe harbor 
provided by section 10A(c) of the Act, 15 U.S.C. 78j-1(c).
    (4) Submission of the notice in paragraphs (a)(1) and (a)(2) of this 
section shall not relieve the issuer from its obligations to comply 
fully with all other reporting requirements, including, without 
limitation:
    (i) The filing requirements of Form 8-K, Sec. 249.308 of this 
chapter, and Form N-SAR, Sec. 274.101 of this chapter, regarding a 
change in the issuer's certifying accountant and
    (ii) The disclosure requirements of item 304 of Regulation S-B or 
item 304 of Regulation S-K, Secs. 228.304 or 229.304 of this chapter.
    (b)(1) Any independent accountant furnishing to the Commission a 
copy of a report (or the documentation of any oral report) in accordance 
with section 10A(b)(3) or section 10A(b)(4) of the Act, 15 U.S.C. 78j-
1(b)(3) or 78j-1(b)(4), shall submit that report (or documentation) to 
the Commission's Office of the Chief Accountant within the time period 
prescribed by the appropriate section of the Act. The report (or 
documentation) may be submitted to the Commission's Office of the Chief 
Accountant by facsimile, telegraph, personal delivery, or any other 
means, provided it is received by the Office of the Chief Accountant 
within the time period set forth in section 10A(b)(3) or 10A(b)(4) of 
the Act, 15

[[Page 60]]

U.S.C. 78j-1(b)(3) or 78j-(b)(4), whichever is applicable in the 
circumstances.
    (2) If the report (or documentation) submitted to the Office of the 
Chief Accountant in accordance with paragraph (b)(1) of this section 
does not clearly identify both the issuer (including the issuer's name, 
address, phone number, and file number assigned to the issuer's filings 
with the Commission) and the independent accountant (including the 
independent accountant's name and phone number, and the address of the 
independent accountant's principal office), then the independent 
accountant shall place that information in a prominent attachment to the 
report (or documentation) and shall submit that attachment to the Office 
of the Chief Accountant at the same time and in the same manner as the 
report (or documentation) is submitted to that Office.
    (3) Submission of the report (or documentation) by the independent 
accountant as described in paragraphs (b)(1) and (b)(2) of this section 
shall not replace, or otherwise satisfy the need for, the newly engaged 
and former accountants' letters under items 304(a)(2)(D) and 304(a)(3) 
of Regulation S-K, Secs. 229.304(a)(2)(D) and 229.304(a)(3) of this 
chapter, respectively, and under items 304(a)(2)(D) and 304(a)(3) of 
Regulation S-B, Secs. 228.304(a)(2)(D) and 228.304(a)(3) of this 
chapter, respectively, and shall not limit, reduce, or affect in any way 
the independent accountant's obligations to comply fully with all other 
legal and professional responsibilities, including, without limitation, 
those under generally accepted auditing standards and the rules or 
interpretations of the Commission that modify or supplement those 
auditing standards.
    (c) A notice or report submitted to the Office of the Chief 
Accountant in accordance with paragraphs (a) and (b) of this section 
shall be deemed to be an investigative record and shall be non-public 
and exempt from disclosure pursuant to the Freedom of Information Act to 
the same extent and for the same periods of time that the Commission's 
investigative records are non-public and exempt from disclosure under, 
among other applicable provisions, 5 U.S.C. 552(b)(7) and 
Sec. 200.80(b)(7) of this chapter. Nothing in this paragraph, however, 
shall relieve, limit, delay, or affect in any way, the obligation of any 
issuer or any independent accountant to make all public disclosures 
required by law, by any Commission disclosure item, rule, report, or 
form, or by any applicable accounting, auditing, or professional 
standard.

                      Instruction to Paragraph (c)

    Issuers and independent accountants may apply for additional bases 
for confidential treatment for a notice, report, or part thereof, in 
accordance with Sec. 200.83 of this chapter. That section indicates, in 
part, that any person who, pursuant to any requirement of law, submits 
any information or causes or permits any information to be submitted to 
the Commission, may request that the Commission afford it confidential 
treatment by reason of personal privacy or business confidentiality, or 
for any other reason permitted by Federal law.

[62 FR 12749, Mar. 18, 1997]

            Adoption of Floor Trading Regulation (Rule 11a-1)



Sec. 240.11a-1  Regulation of floor trading.

    (a) No member of a national securities exchange, while on the floor 
of such exchange, shall initiate, directly or indirectly, any 
transaction in any security admitted to trading on such exchange, for 
any account in which such member has an interest, or for any such 
account with respect to which such member has discretion as to the time 
of execution, the choice of security to be bought or sold, the total 
amount of any security to be bought or sold, or whether any such 
transaction shall be one of purchase or sale.
    (b) The provisions of paragraph (a) of this section shall not apply 
to:
    (1) Any transaction by a registered specialist in a security in 
which he is so registered on such exchange;
    (2) Any transaction for the account of an odd-lot dealer in a 
security in which he is so registered on such exchange;
    (3) Any stabilizing transaction effected in compliance with 
Sec. 242.104 of this chapter to facilitate a distribution

[[Page 61]]

of such security in which such member is participating;
    (4) Any bona fide arbitrage transaction;
    (5) Any transaction made with the prior approval of a floor official 
of such exchange to permit such member to contribute to the maintenance 
of a fair and orderly market in such security, or any purchase or sale 
to reverse any such transaction;
    (6) Any transaction to offset a transaction made in error; or
    (7) Any transaction effected in conformity with a plan designed to 
eliminate floor trading activities which are not beneficial to the 
market and which plan has been adopted by an exchange and declared 
effective by the Commission. For the purpose of this rule, a plan filed 
with the Commission by a national securities exchange shall not become 
effective unless the Commission, having due regard for the maintenance 
of fair and orderly markets, for the public interest, and for the 
protection of investors, declares the plan to be effective.
    (c) For the purpose of this rule the term ``on the floor of such 
exchange'' shall include the trading floor; the rooms, lobbies, and 
other premises immediately adjacent thereto for use of members 
generally; other rooms, lobbies and premises made available primarily 
for use by members generally; and the telephone and other facilities in 
any such place.
    (d) Any national securities exchange may apply for an exemption from 
the provisions of this rule in compliance with the provisions of section 
11(c) of the Act.

(Sec. 11, 48 Stat. 891; 15 U.S.C. 78k)

[29 FR 7381, June 6, 1964, as amended at 62 FR 544, Jan. 3, 1997]

    Editorial Note 1: The Commission finding that the floor trading plan 
of the New York Stock Exchange filed on May 25, 1964 is designed to 
eliminate floor trading activities not beneficial to the market hereby 
declares such plan effective August 3, 1964 subject to suspension or 
termination on sixty days written notice from the Commission, 29 FR 
7381, June 6, 1964.


    Editorial Note 2: The text of the Commission's action declaring 
effective the amendments to the Floor Trading Plan of the American Stock 
Exchange is as follows, 33 FR 1073, Jan. 27, 1968:

    The Securities and Exchange Commission acting pursuant to the 
Securities Exchange Act of 1934, particularly sections 11(a) and 23(a) 
thereof, and Rule 11a-1 (17 CFR 240.11a-1) under the Act, deeming it 
necessary for the exercise of the functions vested in it, and having due 
regard for the maintenance of fair and orderly markets, for the public 
interest, and for the protection of investors, hereby declares the Floor 
Trading Plan of the American Stock Exchange, as amended by amendments 
filed on May 11, 1967, effective January 31, 1968. If at any time it 
appears to the Commission to be necessary or appropriate in the public 
interest, for the protection of investors, or for the maintenance of 
fair and orderly markets, or that floor trading activities which are not 
beneficial to the market have not been eliminated by the Floor Trading 
Plan of the American Stock Exchange, the Commission may suspend or 
terminate the effectiveness of the plan by sending at least 60 days 
written notice to the American Stock Exchange. The American Stock 
Exchange shall have the opportunity to submit any written data, facts, 
arguments, or modifications in its plan within such 60-day period in 
such form as the Commission deems appropriate under the circumstances. 
The Commission has been informed that all persons subject to the Floor 
Trading Plan of the American Stock Exchange, as amended, have had actual 
notice thereof, and the Commission finds that notice and procedure 
pursuant to section 4 of the Administrative Procedure Act (5 U.S.C. 
section 553) are impracticable and unnecessary and that such Plan, as 
amended, may be, and is hereby, declared effective on January 31, 1968.



Sec. 240.11a1-1(T)  Transactions yielding priority, parity, and precedence.

    (a) A transaction effected on a national securities exchange for the 
account of a member which meets the requirements of section 
11(a)(1)(G)(i) of the Act shall be deemed, in accordance with the 
requirements of section 11(a)(1)(G)(ii), to be not inconsistent with the 
maintenance of fair and orderly markets and to yield priority, parity, 
and precedence in execution to orders for the account of persons who are 
not members or associated with members of the exchange if such 
transaction is effected in compliance with each of the following 
requirements:
    (1) A member shall disclose that a bid or offer for its account is 
for its account to any member with whom such bid or offer is placed or 
to whom it is

[[Page 62]]

communicated, and any such member through whom that bid or offer is 
communicated shall disclose to others participating in effecting the 
order that it is for the account of a member.
    (2) Immediately before executing the order, a member (other than the 
specialist in such security) presenting any order for the account of a 
member on the exchange shall clearly announce or otherwise indicate to 
the specialist and to other members then present for the trading in such 
security on the exchange that he is presenting an order for the account 
of a member.
    (3) Notwithstanding rules of priority, parity, and precedence 
otherwise applicable, any member presenting for execution a bid or offer 
for its own account or for the account of another member shall grant 
priority to any bid or offer at the same price for the account of a 
person who is not, or is not associated with, a member, irrespective of 
the size of any such bid or offer or the time when entered.
    (b) A member shall be deemed to meet the requirements of section 
11(a)(1)(G)(i) of the Act if during its preceding fiscal year more than 
50 percent of its gross revenues was derived from one or more of the 
sources specified in that section. In addition to any revenue which 
independently meets the requirements of section 11(a)(1)(G)(i), revenue 
derived from any transaction specified in paragraph (A), (B), or (D) of 
section 11(a)(1) of the Act or specified in 17 CFR 240.11a1-4(T) shall 
be deemed to be revenue derived from one or more of the sources 
specified in section 11(a)(1)(G)(i). A member may rely on a list of 
members which are stated to meet the requirements of section 
11(a)(1)(G)(i) if such list is prepared, and updated at least annually, 
by the exchange. In preparing any such list, an exchange may rely on a 
report which sets forth a statement of gross revenues of a member if 
covered by a report of independent accountants for such member to the 
effect that such report has been prepared in accordance with generally 
accepted accounting principles.

(Secs. 2, 3, 6, 11, 11A, and 23, 89 Stat. 97, 104, 110, 111, 156 (15 
U.S.C. 78b, 78c, 78f, 78k, 78k-1, 78w); secs. 2, 3, 11, 23, 48 Stat. 
881, 882, 885, 891, 901, as amended)

[43 FR 11553, Mar. 17, 1978, as amended at 43 FR 18562, May 1, 1978; 44 
FR 6093, Jan. 31, 1979]



Sec. 240.11a1-2  Transactions for certain accounts of associated persons of members.

    A transaction effected by a member of a national securities exchange 
for the account of an associated person thereof shall be deemed to be of 
a kind which is consistent with the purposes of section 11(a)(1) of the 
Act, the protection of investors, and the maintenance of fair and 
orderly markets if the transaction is effected:
    (a) For the account of and for the benefit of an associated person, 
if, assuming such transaction were for the account of a member, or
    (b) For the account of an associated person but for the benefit of 
an account carried by such associated person, if, assuming such account 
were carried on the same basis by a member.

The member would have been permitted, under section 11(a) of the Act and 
the other rules thereunder, to effect the transaction: Provided, 
however, That a transaction may not be effected by a member for the 
account of and for the benefit of an associated person under section 
11(a)(1)(G) of the Act and Rule 11a1-1(T) thereunder unless the 
associated person derived, during its preceding fiscal year, more than 
50 percent of its gross revenues from one or more of the sources 
specified in section 11(a)(1)(G)(i) of the Act.

(Secs. 2, 3, 4, 6, 7, 11, 18, 89 Stat. 97, 104, 110, 111, 121, 155 (15 
U.S.C. 78b, 78c, 78f, 78k, 78k-1, 78o, 78w); secs. 2, 3, 10, 23, 48 
Stat. 881, 882, 891, 901, as amended (15 U.S.C. 78j))

[43 FR 11553, Mar. 17, 1978; 43 FR 14451, Apr. 6, 1978]

[[Page 63]]



Sec. 240.11a1-3(T)  Bona fide hedge transactions in certain securities.

    A bona fide hedge transaction effected on a national securities 
exchange by a member for its own account or an account of an associated 
person thereof and involving a long or short position in a security 
entitling the holder to acquire or sell an equity security, and a long 
or short position in one or more other securities entitling the holder 
to acquire or sell such equity security, shall be deemed to be of a kind 
which is consistent with the purposes of section 11(a)(1) of the Act, 
the protection of investors, and the maintenance of fair and orderly 
markets.

(Secs. 2, 3, 6, 11, 11A, and 23, 89 Stat. 97, 104, 110, 111, 156 (15 
U.S.C. 78b, 78c, 78f, 78k, 78k-1, 78w); secs. 2, 3, 11, 23, 48 Stat. 
881, 882, 885, 891, 901, as amended)

[44 FR 6093, Jan. 31, 1979]



Sec. 240.11a1-4(T)  Bond transactions on national securities exchanges.

    A transaction in a bond, note, debenture, or other form of 
indebtedness effected on a national securities exchange by a member for 
its own account or the account of an associated person thereof shall be 
deemed to be of a kind which is consistent with the purposes of section 
11(a)(1) of the Act, the protection of investors, and the maintenance of 
fair and orderly markets.

(Secs. 2, 3, 6, 10, 11, 11A, 15 and 23 of the Securities Exchange Act of 
1934 (15 U.S.C. 78b, 78c, 78f, 78j, 78k, 78k-1, 78o, and 78w))

[43 FR 18562, May 1, 1978]



Sec. 240.11a1-5  Transactions by registered competitive market makers and registered equity market makers.

    Any transaction by a New York Stock Exchange registered competitive 
market maker or an American Stock Exchange registered equity market 
maker effected in compliance with their respective governing rules shall 
be deemed to be of a kind which is consistent with the purposes of 
section 11(a)(1) of the Act, the protection of investors, and the 
maintenance of fair and orderly markets.

[46 FR 14889, Mar. 3, 1981]



Sec. 240.11a1-6  Transactions for certain accounts of OTC derivatives dealers.

    A transaction effected by a member of a national securities exchange 
for the account of an OTC derivatives dealer that is an associated 
person of that member shall be deemed to be of a kind that is consistent 
with the purposes of section 11(a)(1) of the Act (15 U.S.C. 78k(a)(1)), 
the protection of investors, and the maintenance of fair and orderly 
markets if, assuming such transaction were for the account of a member, 
the member would have been permitted, under section 11(a) of the Act and 
the other rules thereunder (with the exception of Sec. 240.11a1-2), to 
effect the transaction.

[63 FR 59396, Nov. 3, 1998]



Sec. 240.11a2-2(T)  Transactions effected by exchange members through other members.

    (a) A member of a national securities exchange (the ``initiating 
member'') may not effect a transaction on that exchange for its own 
account, the account of an associated person, or an account with respect 
to which it or an associated person thereof exercises investment 
discretion unless:
    (1) The transaction is of a kind described in paragraphs A through H 
of section 11(a)(1) of the Act and is effected in accordance with 
applicable rules and regulations thereunder; or
    (2) The transaction is effected in compliance with each of the 
following conditions:
    (i) The transaction is executed on the floor, or through use of the 
facilities, of the exchange by a member (the ``executing member'') which 
is not an associated person of the initiating member;
    (ii) The order for the transaction is transmitted from off the 
exchange floor;
    (iii) Neither the initiating member nor an associated person of the 
initiating member participates in the execution of the transaction at 
any time after the order for the transaction has been so transmitted; 
and
    (iv) In the case of a transaction effected for an account with 
respect to

[[Page 64]]

which the initiating member or an associated person thereof exercises 
investment discretion, neither the initiating member nor any associated 
person thereof retains any compensation in connection with effecting the 
transaction: Provided, however, That this condition shall not apply to 
the extent that the person or persons authorized to transact business 
for the account have expressly provided otherwise by written contract 
referring to section 11(a) of the Act and this section executed on or 
after March 15, 1978, by each of them and by such exchange member or 
associated person exercising investment discretion.
    (b) For purposes of this section, a member ``effects'' a securities 
transaction when it performs any function in connection with the 
processing of that transaction, including, but not limited to, (1) 
transmission of an order for execution, (2) execution of the order, (3) 
clearance and settlement of the transaction, and (4) arranging for the 
performance of any such function.
    (c) For purposes of this section, the term ``compensation in 
connection with effecting the transaction'' refers to compensation 
directly or indirectly received or calculated on a transaction-related 
basis for the performance of any function involved in effecting a 
securities transaction.
    (d) A member, or an associated person of a member, authorized by 
written contract to retain compensation in connection with effecting 
transactions pursuant to paragraph (a)(2)(iv) of this section shall 
furnish at least annually to the person or persons authorized to 
transact business for the account a statement setting forth the total 
amount of all compensation retained by the member or any associated 
person thereof in connection with effecting transactions for that 
account during the period covered by the statement, which amount shall 
be exclusive of all amounts paid to others during that period for 
services rendered in effecting such transactions.
    (e) A transaction effected in compliance with the requirements of 
this section shall be deemed to be of a kind which is consistent with 
the purposes of section 11(a)(1) of the Act, the protection of 
investors, and the maintenance of fair and orderly markets.
    (f) The provisions of this section shall not apply to transactions 
by exchange members to which, by operation of section 11(a)(3) of the 
Act, section 11(a)(1) of the Act is not effective.

(Secs. 2, 3, 4, 6, 7, 11, 18, 89 Stat. 97, 104, 110, 111, 121, 155 (15 
U.S.C. 78b, 78c, 78f, 78k, 78k-1, 78o, 78w); secs. 2, 3, 10, 23, 48 
Stat. 881, 882, 891, 901, as amended (15 U.S.C. 78j))

[43 FR 11554, Mar. 17, 1978, as amended at 43 FR 18562, May 1, 1978]

            Adoption of Regulation on Conduct of Specialists



Sec. 240.11b-1  Regulation of specialists.

    (a)(1) The rules of a national securities exchange may permit a 
member of such exchange to register as a specialist and to act as a 
dealer.
    (2) The rules of a national securities exchange permitting a member 
of such exchange to register as a specialist and to act as a dealer 
shall include:
    (i) Adequate minimum capital requirements in view of the markets for 
securities on such exchange;
    (ii) Requirements, as a condition of a specialist's registration, 
that a specialist engage in a course of dealings for his own account to 
assist in the maintenance, so far as practicable, of a fair and orderly 
market, and that a finding by the exchange of any substantial or 
continued failure by a specialist to engage in such a course of dealings 
will result in the suspension or cancellation of such specialist's 
registration in one or more of the securities in which such specialist 
is registered;
    (iii) Provisions restricting his dealings so far as practicable to 
those reasonably necessary to permit him to maintain a fair and orderly 
market or necessary to permit him to act as an odd-lot dealer;
    (iv) Provisions stating the responsibilities of a specialist acting 
as a broker in securities in which he is registered; and
    (v) Procedures to provide for the effective and systematic 
surveillance of the activities of specialists.
    (b) If after appropriate notice and opportunity for hearing the 
Commission

[[Page 65]]

finds that a member of a national securities exchange registered with 
such exchange as a specialist in specified securities has, for any 
account in which he, his member organization, or any participant therein 
has any beneficial interest, direct or indirect, effected transactions 
in such securities which were not part of a course of dealings 
reasonably necessary to permit such specialist to maintain a fair and 
orderly market, or to act as an odd-lot dealer, in the securities in 
which he is registered and were not effected in a manner consistent with 
the rules adopted by such exchange pursuant to paragraph (a)(2)(iii) of 
this section, the Commission may by order direct such exchange to 
cancel, or to suspend for such period as the Commission may determine, 
such specialist's registration in one or more of the securities in which 
such specialist is registered: Provided, however, If such exchange has 
itself suspended or cancelled such specialist's registration in one or 
more of the securities in which such specialist is registered, no 
further sanction shall be imposed pursuant to this paragraph (b) except 
in a case where the Commission finds substantial or continued misconduct 
by a specialist: And provided, further, That the provisions of this 
paragraph (b) shall not apply to a member of a national securities 
exchange exempted pursuant to the provisions of paragraph (d) of this 
section.
    (c) For the purposes of this section, the term rules of an exchange 
shall mean its constitution, articles of incorporation, by-laws, or 
rules or instruments corresponding thereto, whatever the name, and its 
stated policies.
    (d) Any national securities exchange may apply for an exemption from 
the provisions of this section in compliance with the provisions of 
section 11(c) of the Act.

(Sec. 11, 48 Stat. 891, 892; 15 U.S.C. 78k)

[29 FR 15863, Nov. 26, 1964, as amended at 46 FR 15135, Mar. 4, 1981]

          Exemption of Certain Securities From Section 11(d)(1)



Sec. 240.11d1-1  Exemption of certain securities from section 11(d)(1).

    A security shall be exempt from the provisions of section 11(d)(1) 
with respect to any transaction by a broker and dealer who, directly or 
indirectly extends or maintains or arranges for the extension or 
maintenance of credit on the security to or for a customer if:
    (a) The broker and dealer has not sold the security to the customer 
or bought the security for the customer's account; or
    (b) The security is acquired by the customer in exchange with the 
issuer thereof for an outstanding security of the same issuer on which 
credit was lawfully maintained for the customer at the time of the 
exchange; or
    (c) The customer is a broker or dealer or bank; or
    (d) The security is acquired by the customer through the exercise of 
a right evidenced by a warrant or certificate expiring within 90 days 
after issuance, provided such right was originally issued to the 
customer as a stockholder of the corporation issuing the security upon 
which credit is to be extended, or as a stockholder of a company 
distributing such security in order to effectuate the provisions of 
section 11 of the Public Utility Holding Company Act of 1935. The right 
shall be deemed to be issued to the customer as a stockholder if he 
actually owned the stock giving rise to the right when such right 
accrued, even though such stock was not registered in his name; and in 
determining such fact the broker and dealer may rely upon a signed 
statement of the customer which the broker and dealer accepts in good 
faith; or
    (e) Such broker and dealer would otherwise be subject to the 
prohibition of section 11(d)(1) with respect to 50 percent or less of 
all the securities of the same class which are outstanding or currently 
being distributed, and such broker and dealer sold the security to the 
customer or bought the security for the customer's account on a day when 
he was not participating in the distribution of any new issue of such 
security. A brokerdealer shall be deemed to be participating in a 
distribution of a new issue if (1) he owns, directly or indirectly, any 
undistributed security of such issue, or (2) he is engaged in any 
stabilizing activities to facilitate a distribution of such issue, or 
(3) he is a party to any syndicate

[[Page 66]]

agreement under which such stabilizing activities are being or may be 
undertaken, or (4) he is a party to an executory agreement to purchase 
or distribute such issue.

(Secs. 3, 11, 48 Stat. 882, 891; 15 U.S.C. 78c, 78k)

[13 FR 8184, Dec. 22, 1948]



Sec. 240.11d1-2  Exemption from section 11(d)(1) for certain investment company securities held by broker-dealers as collateral in margin accounts.

    Any securities issued by a registered open-end investment company or 
unit investment trust as defined in the Investment Company Act of 1940 
shall be exempted from the provisions of section 11(d)(1) with respect 
to any transaction by a person who is a broker and a dealer who, 
directly or indirectly, extends or maintains or arranges for the 
extension or maintenance of credit on such security, provided such 
security has been owned by the person to whom credit would be provided 
for more than 30 days, or purchased by such person pursuant to a plan 
for the automatic reinvestment of the dividends of such company or 
trust.

(Secs. 2, 3, 11, and 23, Exchange Act, 15 U.S.C. 78b, 78c, 78k and 78w)

[49 FR 50174, Dec. 27, 1984]

            Registration of Securities Information Processors



Sec. 240.11Aa2-1  Designation of national market system securities.

    The term national market system security shall mean any reported 
security as defined in Rule 11Aa3-1.

[52 FR 24153, June 29, 1987]



Sec. 240.11Aa3-1  Dissemination of transaction reports and last sale data with respect to transactions in reported securities.

    (a) Definitions. For purposes of this section:
    (1) The term transaction report shall mean a report containing the 
price and volume associated with a transaction involving the purchase or 
sale of one or more round lots of a security (``transaction'').
    (2) The term transaction reporting plan shall mean any plan for 
collecting, processing, making available or disseminating transaction 
reports with respect to transactions in reported securities filed with 
the Commission pursuant to, and meeting the requirements of, this 
section.
    (3) The term effective transaction reporting plan shall mean any 
transaction reporting plan approved by the Commission pursuant to this 
section.
    (4) The term reported security shall mean any security or class of 
securities for which transaction reports are collected, processed and 
made available pursuant to an effective transaction reporting plan.
    (5) The term listed equity security shall mean any equity security 
listed and registered, or admitted to unlisted trading privileges, on a 
national securities exchange (``exchange'').
    (6) The term NASDAQ security shall mean any registered equity 
security for which quotation information is disseminated in the National 
Association of Securities Dealers Automated Quotation system 
(``NASDAQ'').
    (7) The term transaction reporting association shall mean any person 
authorized to implement or administer any transaction reporting plan on 
behalf of persons acting jointly under paragraph (b) of this section.
    (8) The term interrogation device shall mean any securities 
information retrieval system capable of displaying transaction reports 
or last sale data, upon inquiry, on a current basis on a terminal or 
other device.
    (9) The term moving ticker shall mean any continuous real-time 
moving display of transaction reports or last sale data (other than a 
market minder) provided on an interrogation or other display device.
    (10) The term market minder shall mean any service provided by a 
vendor on an interrogation device or other display which (i) permits 
real-time monitoring, on a dynamic basis, of transaction reports or last 
sale data with respect to a particular security, and (ii) displays the 
most recent transaction report or last sale data with respect to that 
security until such report or data has been superseded or supplemented

[[Page 67]]

by the display of a new transaction report or last sale data reflecting 
the next reported transaction in that security.
    (11) The term vendor shall mean any securities information processor 
engaged in the business of disseminating transaction reports or last 
sale data with respect to transactions in reported securities to 
brokers, dealers or investors on a real-time or other current and 
continuing basis, whether through an electronic communications network, 
moving ticker or interrogation device.
    (12) The term last sale data shall mean any price or volume data 
associated with a transaction.
    (b)(1) Every exchange shall file a transaction reporting plan 
regarding transactions in listed equity and NASDAQ security executed 
through its facilities, and every association shall file a transaction 
reporting plan regarding transactions in listed equity and NASDAQ 
securities executed by its members otherwise than on an exchange.
    (2) Any transaction reporting plan, or any amendment thereto, filed 
pursuant to this section shall be filed with the Commission, and 
considered for approval, in accordance with the procedures set forth in 
paragraphs (b) and (c) of Sec. 240.11Aa3-2 governing national market 
system plans. Any such plan, or amendment thereto, shall specify, at a 
minimum:
    (i) The listed equity and NASDAQ securities or classes of such 
securities for which transaction reports shall be required by the plan;
    (ii) Reporting requirements with repect to transactions in listed 
equity securities and NASDAQ securities, for any broker or dealer 
subject to the plan;
    (iii) The manner of collecting, processing, sequencing, making 
available and disseminating transaction reports and last sale data 
reported pursuant to such plan;
    (iv) The manner such transaction reports reported pursuant to such 
plan are to be consolidated with transaction reports from exchanges and 
associations reported pursuant to any other effective transaction 
reporting plan;
    (v) The applicable standards and methods which will be utilized to 
ensure promptness of reporting, and accuracy and completeness of 
transaction reports;
    (vi) Any rules or procedures which may be adopted to ensure that 
transaction reports or last sale data will not be disseminated in a 
fraudulent or manipulative manner;
    (vii) Specific terms of access to transaction reports made available 
or disseminated pursuant to the plan; and
    (viii) That transaction reports or last sale data made available to 
any vendor for display on an interrogation device identify the 
marketplace where each transaction was executed.
    (3) No transaction reporting plan filed pursuant to this section, or 
any amendment to an effective transaction reporting plan, shall become 
effective unless approved by the Commission or otherwise permitted in 
accordance with the procedures set forth in Sec. 240.11Aa3-2 (Rule 
11Aa3-2 under the Act) governing national market system plans.
    (c) Prohibitions and reporting requirements. (1) No broker or dealer 
may execute any transaction in, or induce or attempt to induce the 
purchase or sale of, any reported security,
    (i) On or through the facilities of an exchange unless there is an 
effective transaction reporting plan with respect to transactions in 
such security executed on or through such exchange facilities; or
    (ii) Otherwise than on an exchange unless there is an effective 
transaction reporting plan with respect to transactions in such security 
executed otherwise than on an exchange by such broker or dealer.
    (2) No exchange or member thereof shall make available or 
disseminate, on a current and continuing basis, transaction reports or 
last sale data with respect to transactions in any reported security 
executed through the facilities of such exchange except pursuant to an 
effective transaction reporting plan filed by such exchange (either 
individually or jointly with other persons).
    (3) No association or member thereof shall make available or 
disseminate, on a current and continuing basis,

[[Page 68]]

transaction reports or last sale data with respect to transactions in 
any reported security executed by a member of such association otherwise 
than on an exchange except pursuant to an effective transaction 
reporting plan filed by such association (either individually or jointly 
with other persons).
    (4) Every broker or dealer who is a member of an exchange or 
association shall promptly transmit to the exchange or association of 
which it is a member all information required by any effective 
transaction reporting plan filed by such exchange or association (either 
individually or jointly with other exchanges and/or associations).
    (d) Retransmission of transaction reports or last sale data. On and 
after July 5, 1980, notwithstanding any provision of any effective 
transaction reporting plan, no exchange or association may, either 
individually or jointly, by rule, stated policy or practice, transaction 
reporting plan or otherwise, prohibit, condition or otherwise limit, 
directly or indirectly, the ability of any vendor to retransmit, for 
display in moving tickers, transaction reports or last sale data made 
available pursuant to any effective transaction reporting plan: 
Provided, however, That an exchange or association may, by means of an 
effective transaction reporting plan, condition such retransmission upon 
appropriate undertakings to ensure that any charges for the distribution 
of transaction reports or last sale data in moving tickers permitted by 
paragraph (e) of this section are collected.
    (e) Charges. Nothing in this section shall preclude any exchange or 
association, separately or jointly, pursuant to the terms of an 
effective transaction reporting plan, from imposing reasonable, uniform 
charges (irrespective of geographic location) for distribution of 
transaction reports or last sale data.
    (f) Appeals. The Commission may, in its discretion, entertain 
appeals in connection with the implementation or operation of any 
effective transaction reporting plan in accordance with the provisions 
of paragraph (e) of Sec. 240.11Aa3-2.
    (g) Exemptions. The Commission may exempt from the provisions of 
this section, either unconditionally or on specified terms and 
conditions, any exchange, association, broker, dealer or specified 
security if the Commission determines that such exemption is consistent 
with the public interest, the protection of investors and the removal of 
impediments to, and perfection of the mechanisms of, a national market 
system.

(Secs. 2, 3, 6, 9, 10, 15, 17 and 23, Pub. L. 78-291, 48 Stat. 881, 882, 
885, 889, 891, 895, 897 and 901, as amended by secs. 2, 3, 4, 11, 14 and 
18, Pub. L. 94-29, 89 Stat. 97, 104, 121, 137 and 155 (15 U.S.C. 78b, 
78c, 78f, 78i, 78j, 78o, 78q and 78w); sec. 15A, as added by sec. 1, 
Pub. L. 75-719, 52 Stat. 1070, as amended by sec. 12, Pub. L. 94-29, 89 
Stat. 127 (15 U.S.C. 78-3); sec. 11A, as added by sec. 7, Pub. L. 94-29, 
89 Stat. 111 (15 U.S.C. 78k-1); 15 U.S.C. 78a et seq., as amended by 
Pub. L. 84-29 (June 4, 1975) and by Pub. L. 98-38 (June 6, 1983), 
particularly secs. 11A, 15, 19 and 23 thereof (15 U.S.C. 78k-1, 78o, 78s 
and 78w))

[45 FR 12388, Feb. 26, 1980, as amended at 46 FR 14006, Feb. 25, 1981; 
46 FR 15872, Mar. 10, 1981; 48 FR 53690, Nov. 29, 1983; 50 FR 38518, 
Sept. 23, 1985; 52 FR 24153, June 29, 1987; 61 FR 48328, Sept. 12, 1996]



Sec. 240.11Aa3-2  Filing and amendment of national market system plans.

    (a) Definitions. For purposes of this section, (1) The term national 
market system plan shall mean any joint self-regulatory organization 
plan in connection with
    (i) The planning, development, operation or regulation of a national 
market system (or a subsystem thereof) or one or more facilities 
thereof, or
    (ii) The development and implementation of procedures and/or 
facilities designed to achieve compliance by self-regulatory 
organizations and their members with any section of this subpart 
promulgated pursuant to section 11A of the Act.
    (2) The term effective national market system plan shall mean any 
national market system plan approved by the Commission (either 
temporarily or on a permanent basis) pursuant to this section.
    (3) The term self-regulatory organization shall mean any national 
securities exchange (``exchange'') or national securities association 
(``association'').
    (4) The term joint self-regulatory organization plan shall mean a 
plan as to

[[Page 69]]

which two or more self-regulatory organizations, acting jointly, are 
sponsors.
    (5) The term sponsors, when used in connection with a national 
market system plan, shall mean any self-regulatory organization which is 
a signatory to such plan and has agreed to act in accordance with the 
terms of the plan.
    (6) The term participants, when used in connection with a national 
market system plan, shall mean any self-regulatory organization which 
has agreed to act in accordance with the terms of the plan but which is 
not a signatory of such plan.
    (7) The term plan processor shall mean any self-regulatory 
organization or securities information processor acting as an exclusive 
processor in connection with the development, implementation and/or 
operation of any facility contemplated by an effective national market 
system plan.
    (8) The term vendor shall have the meaning provided in 
Sec. 240.11Aa3-1 (Rule 11Aa3-1 under the Act).
    (b) Filing of national market system plans and amendments thereto. 
(1) Any two or more self-regulatory organizations, acting jointly, may 
file a national market system plan or may propose an amendment to an 
effective national market system plan (``proposed amendment'') by 
submitting the text of the plan or amendment to the Secretary of the 
Commission, together with a statement of the purpose of such plan or 
amendment and, to the extent applicable, the documents and information 
required by paragraphs (b)(4) and (5) of this section.
    (2) The Commission may propose amendments to any effective national 
market system plan by publishing the text thereof, together with a 
statement of the purpose of such amendment, in accordance with the 
provisions of paragraph (c) of this section.
    (3) Self-regulatory organizations are authorized to act jointly in 
(i) planning, developing, and operating any national market subsystem or 
facility contemplated by a national market system plan, (ii) preparing 
and filing a national market system plan or any amendment thereto, or 
(iii) implementing or administering an effective national market system 
plan.
    (4) Every national market system plan filed pursuant to this 
section, or any amendment thereto, shall be accompanied by (i) copies of 
all governing or constituent documents relating to any person (other 
than a self-regulatory organization) authorized to implement or 
administer such plan on behalf of its sponsors and (ii), to the extent 
applicable,
    (A) A detailed description of the manner in which the plan or 
amendment, and any facility or procedure contemplated by the plan or 
amendment, will be implemented;
    (B) A listing of all significant phases of development and 
implementation (including any pilot phase) contemplated by the plan or 
amendment, together with the projected date of completion of each phase;
    (C) An analysis of the impact on competition of implementation of 
the plan or amendment or of any facility contemplated by the plan or 
amendment;
    (D) A description of any written understandings or agreements 
between or among plan sponsors or particpants relating to 
interpretations of the plan or conditions for becoming a sponsor or 
participant in the plan; and
    (E) In the case of a proposed amendment, a statement that such 
amendment has been approved by the sponsors in accordance with the terms 
of the plan.
    (5) Every national market system plan, or any amendment thereto, 
filed pursuant to this section shall include a description of the manner 
in which any facility contemplated by the plan or amendment will be 
operated. Such description shall include, to the extent applicable,
    (i) The terms and conditions under which brokers, dealers, and/or 
self-regulatory organizations will be granted or denied access 
(including specific procedures and standards governing the granting or 
denial of access);
    (ii) The method by which any fees or charges collected on behalf of 
all of the sponsors and/or participants in connection with access to, or 
use of, any facility contemplated by the plan or

[[Page 70]]

amendment will be determined and imposed (including any provision for 
distribution of any net proceeds from such fees or charges to the 
sponsors and/or participants) and the amount of such fees or charges;
    (iii) The method by which, and the frequency with which, the 
performance of any person acting as plan processor with respect to the 
implementation and/or operation of the plan will be evaluated; and
    (iv) The method by which disputes arising in connection with the 
operation of the plan will be resolved.
    (6) In connection with the selection of any person to act as plan 
processor with respect to any facility contemplated by a national market 
system plan (including renewal of any contract for any person to so 
act), the sponsors shall file with the Commission a statement 
identifying the person selected, describing the material terms under 
which such person is to serve as plan processor, and indicating the 
solicitation efforts, if any, for alternative plan processors, the 
alternatives considered and the reasons for selection of such person.
    (7) Any national market system plan (or any amendment thereto) which 
is intended by the sponsors to satisfy a plan filing requirement 
contained in any other section of this subpart shall, in addition to 
compliance with this section, also comply with the requirements of such 
other section.
    (c) Effectiveness of national market system plans. (1) The 
Commission shall publish notice of the filing of any national market 
system plan, or any proposed amendment to any effective national market 
system plan (including any amendment initiated by the Commission), 
together with the terms of substance of the filing or a description of 
the subjects and issues involved, and shall provide interested persons 
an opportunity to submit written comments. No national market system 
plan, or any amendment thereto, shall become effective unless approved 
by the Commission or otherwise permitted in accordance with paragraph 
(c)(3) of this section.
    (2) Within 120 days of the date of publication of notice of filing 
of a national market system plan or an amendment to an effective 
national market system plan, or within such longer period as the 
Commission may designate up to 180 days of such date if it finds such 
longer period to be appropriate and publishes its reasons for so finding 
or as to which the sponsors consent, the Commission shall approve such 
plan or amendment, with such changes or subject to such conditions as 
the Commission may deem necessary or appropriate, if it finds that such 
plan or amendment is necessary or appropriate in the public interest, 
for the protection of investors and the maintenance of fair and orderly 
markets, to remove impediments to, and perfect the mechanisms of, a 
national market system, or otherwise in furtherance of the purposes of 
the Act. Approval of a national market system plan, or an amendment to 
an effective national market system plan (other than an amendment 
initiated by the Commission), shall be by order. Promulgation of an 
amendment to an effective national market system plan initiated by the 
Commission shall be by rule.
    (3) A proposed amendment may be put into effect upon filing with the 
Commission if designated by the sponsors as:
    (i) Establishing or changing a fee or other charge collected on 
behalf of all of the sponsors and/or participants in connection with 
access to, or use of, any facility contemplated by the plan or amendment 
(including changes in any provision with respect to distribution of any 
net proceeds from such fees or other charges to the sponsors and/or 
participants);
    (ii) Concerned solely with the administration of the plan, or 
involving the governing or constituent documents relating to any person 
(other than a self-regulatory organization) authorized to implement or 
administer such plan on behalf of its sponsors; or
    (iii) Involving solely technical or ministerial matters. At any time 
within 60 days of the filing of any such amendment, the Commission may 
summarily abrogate the amendment and require that such amendment be 
refiled in accordance with paragraph (b)(1) of this section and reviewed 
in accordance with paragraph (c)(2) of this section, if it appears to 
the Commission that such

[[Page 71]]

action is necessary or appropriate in the public interest, for the 
protection of investors, or the maintenance of fair and orderly markets, 
to remove impediments to, and perfect mechanisms of, a national market 
system or otherwise in furtherance of the purposes of the Act.
    (4) Notwithstanding the provisions of paragraph (c)(1) of this 
section, a proposed amendment may be put into effect summarily upon 
publication of notice of such amendment, on a temporary basis not to 
exceed 120 days, if the Commission finds that such action is necessary 
or appropriate in the public interest, for the protection of investors 
or the maintenance of fair and orderly markets, to remove impediments 
to, and perfect mechanisms of, a national market system or otherwise in 
furtherance of the purposes of the Act.
    (5) Any plan (or amendment thereto) in connection with:
    (i) The planning, development, operation or regulation of a national 
market system (or a subsystem thereof) or one or more facilities 
thereof; or
    (ii) The development and implementation of procedures and/or 
facilities designed to achieve compliance by self-regulatory 
organizations and/or their members of any section of this subpart 
promulguated pursuant to section 11A of the Act, approved by the 
Commission pursuant to section 11A of the Act (or pursuant to any rule 
or regulation thereunder) prior to the effective date of this section 
(either temporarily or on a permanent basis) shall be deemed to have 
been filed and approved pursuant to this section and no additional 
filing need be made by the sponsors with respect to such plan or 
amendment; Provided, however, That all terms and conditions associated 
with any such approval (including time limitations) shall continue to be 
applicable; and, Provided, further, That any amendment to such plan 
filed with or approved by the Commission on or after the effective date 
of this section shall be subject to the provisions of, and considered in 
accordance with the procedures specified in, this section.
    (d) Compliance with terms of national market system plans. Each 
self-regulatory organization shall comply with the terms of any 
effective national market system plan of which it is a sponsor or a 
participant. Each self-regulatory organization also shall, absent 
reasonable justification or excuse, enforce compliance with any such 
plan by its members and persons associated with its members.
    (e) Appeals. The Commission may, in its discretion, entertain 
appeals in connection with the implementation or operation of any 
effective national market system plan as follows:
    (1) Any action taken or failure to act by any person in connection 
with an effective national market system plan (other than a prohibition 
or limitation of access reviewable by the Commission pursuant to section 
11A(b)(5) or section 19(d) of the Act) shall be subject to review by the 
Commission, on its own motion or upon application by any person 
aggrieved thereby (including, but not limited to, self-regulatory 
organizations, brokers, dealers, issuers, and vendors), filed not later 
than 30 days after notice of such action or failure to act or within 
such longer period as the Commission may determine.
    (2) Application to the Commission for review, or the institution of 
review by the Commission on its own motion, shall not operate as a stay 
of any such action unless the Commission determines otherwise, after 
notice and opportunity for hearing on the question of a stay (which 
hearing may consist only of affidavits or oral arguments).
    (3) In any proceedings for review, if the Commission, after 
appropriate notice and opportunity for hearing (which hearing may 
consist solely of consideration of the record of any proceedings 
conducted in connection with such action or failure to act and an 
opportunity for the presentation of reasons supporting or opposing such 
action or failure to act) and upon consideration of such other data, 
views and arguments as it deems relevant, finds that the action or 
failure to act is in accordance with the applicable provisions of such 
plan and that the applicable provisions are, and were, applied in a 
manner consistent with the public interest, the protection of investors, 
the maintenance of fair and orderly markets and the removal of 
impediments to, and perfection of the mechanisms of, a national market 
system, the Commission,

[[Page 72]]

by order, shall dismiss the proceeding. If the Commission does not make 
any such finding, or if it finds that such action or failure to act 
imposes any burden on competition not necessary or appropriate in 
furtherance of the purposes of the Act, the Commission, by order, shall 
set aside such action and/or require such action with respect to the 
matter reviewed as the Commission deems necessary or appropriate in the 
public interest, for the protection of investors, and the maintenance of 
fair and orderly markets, or to remove impediments to, and perfect the 
mechanisms of, a national market system.
    (f) Exemptions. The Commission may exempt from the provisions of 
this section, either unconditionally or on specified terms and 
conditions, any self-regulatory organization, member thereof, or 
specified security, if the Commission determines that such exemption is 
consistent with the public interest, the protection of investors, the 
maintenance of fair and orderly markets and the removal of impediments 
to, and perfection of the mechanisms of, a national market system.

(Secs. 2, 3, 6, 9, 10, 15, 17, and 23, Pub. L. 78-291, 48 Stat. 881, 
882, 885, 889, 891, 895, 897, and 901, as amended by secs. 2, 3, 4, 11, 
14, and 18, Pub. L. 94-29, 89 Stat. 97, 104, 121, 137, and 155 (15 
U.S.C. 78b, 78c, 78f, 78i, 78j, 78o, 78q, and 78w); sec. 15A, as added 
by sec. 1, Pub. L. 75-719, 52 Stat. 1070, as amended by sec. 12, Pub. L. 
94-29, 89 Stat. 127 (15 U.S.C. 78-3); sec. 11A, as added by sec. 7, Pub. 
L. 94-29, 89 Stat. 111 (15 U.S.C. 78k-l); 15 U.S.C. 78a et seq., as 
amended by Pub. L. 84-29 (June 4, 1975) and by Pub. L. 98-38 (June 6, 
1983), particularly secs. 11A, 15, 19 and 23 thereof (15 U.S.C. 78k-1, 
78o, 78s and 78w))

[46 FR 15870, Mar. 10, 1981, as amended at 48 FR 53690, Nov. 29, 1983]



Sec. 240.11Ab2-1  Registration of securities information processors: Form of application and amendments.

    (a) An application for the registration of a securities information 
processor shall be filed on Form SIP in accordance with the instructions 
contained therein.
    (b) If any information reported in items 1-13 or item 21 of Form SIP 
or in any amendment thereto is or becomes inaccurate for any reason, 
whether before or after the registration has been granted, the 
securities information processor shall promptly file an amendment on 
Form SIP correcting such information.
    (c) The Commission, upon its own motion or upon application by any 
securities information processor, may conditionally or unconditionally 
exempt any securities information processor from any provision of the 
rules or regulations adopted under section 11A(b).
    (d) Every amendment filed pursuant to this section shall constitute 
a ``report'' within the meaning of sections 17(a), 18(a) and 32(a) of 
the Act.

[40 FR 45424, Oct. 2, 1975]



Sec. 240.11Ac1-1  Dissemination of quotations.

    (a) Definitions. For the purposes of this section:
    (1) The term aggregate quotation size shall mean the sum of the 
quotation sizes of all responsible brokers or dealers who have 
communicated on any exchange bids or offers for a covered security at 
the same price.
    (2) The term association shall mean any association of brokers and 
dealers registered pursuant to Section 15A of the Act (15 U.S.C. 78o-3).
    (3) The terms best bid and best offer shall mean the highest priced 
bid and the lowest priced offer.
    (4) The terms bid and offer shall mean the bid price and the offer 
price communicated by an exchange member or OTC market maker to any 
broker or dealer, or to any customer, at which it is willing to buy or 
sell one or more round lots of a covered security, as either principal 
or agent, but shall not include indications of interest.
    (5) The term consolidated system shall mean the consolidated 
transaction reporting system.
    (6) The term covered security shall mean any reported security and 
any other security for which a transaction report, last sale data or 
quotation information is disseminated through an automated quotation 
system as described in Section 3(a)(51)(A)(ii) of the Act (15 U.S.C. 
78c(a)(51)(A)(ii)).
    (7) The term effective transaction reporting plan shall have the 
meaning provided in Sec. 240.11Aa3-1(a)(3).
    (8) The term electronic communications network, for the purposes of 
Sec. 240.11Ac1-

[[Page 73]]

1(c)(5), shall mean any electronic system that widely disseminates to 
third parties orders entered therein by an exchange market maker or OTC 
market maker, and permits such orders to be executed against in whole or 
in part; except that the term electronic communications network shall 
not include:
    (i) Any system that crosses multiple orders at one or more specified 
times at a single price set by the ECN (by algorithm or by any 
derivative pricing mechanism) and does not allow orders to be crossed or 
executed against directly by participants outside of such times; or
    (ii) Any system operated by, or on behalf of, an OTC market maker or 
exchange market maker that executes customer orders primarily against 
the account of such market maker as principal, other than riskless 
principal.
    (9) The term exchange market maker shall mean any member of a 
national securities exchange (``exchange'') who is registered as a 
specialist or market maker pursuant to the rules of such exchange.
    (10) The term exchange-traded security shall mean any covered 
security or class of covered securities listed and registered, or 
admitted to unlisted trading privileges, on an exchange; provided, 
however, That securities not listed on any exchange that are traded 
pursuant to unlisted trading privileges are excluded.
    (11) The term make available, when used with respect to bids, 
offers, quotation sizes and aggregate quotation sizes supplied to 
quotation vendors by an exchange or association, shall mean to provide 
circuit connections at the premises of the exchange or association 
supplying such data, or at a common location determined by mutual 
agreement of the exchanges and associations, for the delivery of such 
data to quotation vendors.
    (12) The term odd-lot shall mean an order for the purchase or sale 
of a covered security in an amount less than a round lot.
    (13) The term OTC market maker shall mean any dealer who holds 
itself out as being willing to buy from and sell to its customers, or 
otherwise, a covered security for its own account on a regular or 
continuous basis otherwise than on an exchange in amounts of less than 
block size.
    (14) The term plan processor shall have the meaning provided in 
Sec. 240.11Aa3-2(a)(7).
    (15) The term published aggregate quotation size shall mean the 
aggregate quotation size calculated by an exchange and displayed by a 
quotation vendor on a terminal or other display device at the time an 
order is presented for execution to a responsible broker or dealer.
    (16) The terms published bid and published offer shall mean the bid 
or offer of a responsible broker or dealer for a covered security 
communicated by it to its exchange or association pursuant to this 
section and displayed by a quotation vendor on a terminal or other 
display device at the time an order is presented for execution to such 
responsible broker or dealer.
    (17) The term published quotation size shall mean the quotation size 
of a responsible broker or dealer communicated by it to its exchange or 
association pursuant to this section and displayed by a quotation vendor 
on a terminal or other display device at the time an order is presented 
for execution to such responsible broker or dealer.
    (18) The term quotation size, when used with respect to a 
responsible broker's or dealer's bid or offer for a covered security, 
shall mean:
    (i) The number of shares (or units of trading) of that covered 
security which such responsible broker or dealer has specified, for 
purposes of dissemination to quotation vendors, that it is willing to 
buy at the bid price or sell at the offer price comprising its bid or 
offer, as either principal or agent; or
    (ii) In the event such responsible broker or dealer has not so 
specified, a normal unit of trading for that covered security.
    (19) The term quotation vendor shall mean any securities information 
processor engaged in the business of disseminating to brokers, dealers 
or investors on a real-time basis, bids and offers made available 
pursuant to this section, whether distributed through an electronic 
communications network or displayed on a terminal or other display 
device.

[[Page 74]]

    (20) The term reported security shall mean any security or class of 
securities for which transaction reports are collected, processed and 
made available pursuant to an effective transaction reporting plan.
    (21) The term responsible broker or dealer shall mean:
    (i) When used with respect to bids or offers communicated on an 
exchange, any member of such exchange who communicates to another member 
on such exchange, at the location (or locations) designated by such 
exchange for trading in a covered security, a bid or offer for such 
covered security, as either principal or agent; provided, however, That, 
in the event two or more members of an exchange have communicated on 
such exchange bids or offers for a covered security at the same price, 
each such member shall be considered a ``responsible broker or dealer'' 
for that bid or offer, subject to the rules of priority and precedence 
then in effect on that exchange; and further provided, That for a bid or 
offer which is transmitted from one member of an exchange to another 
member who undertakes to represent such bid or offer on such exchange as 
agent, only the last member who undertakes to represent such bid or 
offer as agent shall be considered the ``responsible broker or dealer'' 
for that bid or offer; and
    (ii) When used with respect to bids and offers communicated by a 
member of an association to another broker or dealer or to a customer 
otherwise than on an exchange, the member communicating the bid or offer 
(regardless of whether such bid or offer is for its own account or on 
behalf of another person).
    (22) The term revised bid or offer shall mean a market maker's bid 
or offer which supersedes its published bid or published offer.
    (23) The term revised quotation size shall mean a market maker's 
quotation size which supersedes its published quotation size.
    (24) The term specified persons, when used in connection with any 
notification required to be provided pursuant to paragraph (b)(3) of 
this section and any election (or withdrawal thereof) permitted under 
paragraph (b)(5) of this section, shall mean:
    (i) Each quotation vendor;
    (ii) Each plan processor; and
    (iii) The processor for the Options Price Reporting Authority (in 
the case of a notification for a subject security which is a class of 
securities underlying options admitted to trading on any exchange).
    (25) The term subject security shall mean:
    (i) With respect to an exchange:
    (A) Any exchange-traded security other than a security for which the 
executed volume of such exchange, during the most recent calendar 
quarter, comprised one percent or less of the aggregate trading volume 
for such security as reported in the consolidated system; and
    (B) Any other covered security for which such exchange has in effect 
an election, pursuant to paragraph (b)(5)(i) of this section, to 
collect, process, and make available to quotation vendors, bids, offers, 
quotation sizes, and aggregate quotation sizes communicated on such 
exchange; and
    (ii) With respect to a member of an association:
    (A) Any exchange-traded security for which such member acts in the 
capacity of an OTC market maker unless the executed volume of such 
member, during the most recent calendar quarter, comprised one percent 
or less of the aggregate trading volume for such security as reported in 
the consolidated system; and
    (B) Any other covered security for which such member acts in the 
capacity of an OTC market maker and has in effect an election, pursuant 
to paragraph (b)(5)(ii) of this section, to communicate to its 
association bids, offers and quotation sizes for the purpose of making 
such bids, offers and quotation sizes available to quotation vendors.
    (b) Dissemination requirements for exchanges and associations. (1) 
Every exchange and association shall establish and maintain procedures 
and mechanisms for collecting bids, offers, quotation sizes and 
aggregate quotation sizes from responsible brokers or dealers who are 
members of such exchange or association, processing such bids, offers 
and sizes, and making such bids, offers and sizes

[[Page 75]]

available to quotation vendors, as follows:
    (i) Each exchange shall at all times such exchange is open for 
trading, collect, process and make available to quotation vendors the 
best bid, the best offer, and aggregate quotation sizes for each subject 
security listed or admitted to unlisted trading privileges which is 
communicated on any exchange by any responsible broker or dealer, but 
shall not include:
    (A) Any bid or offer executed immediately after communication and 
any bid or offer communicated by a responsible broker or dealer other 
than an exchange market maker which is cancelled or withdrawn if not 
executed immediately after communication; and
    (B) Any bid or offer communicated during a period when trading in 
that security has been suspended or halted, or prior to the commencement 
of trading in that security on any trading day, on that exchange.
    (ii) Each association shall, at all times that last sale information 
with respect to reported securities is reported pursuant to an effective 
transaction reporting plan, collect, process and make available to 
quotation vendors the best bid, best offer, and quotation sizes 
communicated otherwise than on an exchange by each member of such 
association acting in the capacity of an OTC market maker for each 
subject security and the identity of that member (excluding any bid or 
offer executed immediately after communication), except during any 
period when over-the-counter trading in that security has been 
suspended.
    (2) Each exchange shall, with respect to each published bid and 
published offer representing a bid or offer of a member for a subject 
security, establish and maintain procedures for ascertaining and 
disclosing to other members of that exchange, upon presentation of 
orders sought to be executed by them in reliance upon paragraph (c)(2) 
of this section, the identity of the responsible broker or dealer who 
made such bid or offer and the quotation size associated with it.
    (3)(i) If, at any time an exchange is open for trading, such 
exchange determines, pursuant to rules approved by the Securities and 
Exchange Commission pursuant to section 19(b)(2) of the Act (15 U.S.C. 
78s(b)(2)), that the level of trading activities or the existence of 
unusual market conditions is such that the exchange is incapable of 
collecting, processing, and making available to quotation vendors the 
data for a subject security required to be made available pursuant to 
paragraph (b)(1) of this section in a manner that accurately reflects 
the current state of the market on such exchange, such exchange shall 
immediately notify all specified persons of that determination. Upon 
such notification, responsible brokers or dealers that are members of 
that exchange shall be relieved of their obligation under paragraph 
(c)(2) of this section and such exchange shall be relieved of its 
obligations under paragraphs (b) (1) and (2) of this section for that 
security: provided, however, That such exchange will continue, to the 
maximum extent practicable under the circumstances, to collect, process, 
and make available to quotation vendors data for that security in 
accordance with paragraph (b)(1) of this section.
    (ii) During any period an exchange, or any responsible broker or 
dealer that is a member of that exchange, is relieved of any obligation 
imposed by this section for any subject security by virtue of a 
notification made pursuant to paragraph (b)(3)(i) of this section, such 
exchange shall monitor the activity or conditions which formed the basis 
for such notification and shall immediately renotify all specified 
persons when that exchange is once again capable of collecting, 
processing, and making available to quotation vendors the data for that 
security required to be made available pursuant to paragraph (b)(1) of 
this section in a manner that accurately reflects the current state of 
the market on such exchange. Upon such renotification, any exchange or 
responsible broker or dealer which had been relieved of any obligation 
imposed by this section as a consequence of the prior notification shall 
again be subject to such obligation.
    (4) Nothing in this section shall preclude any exchange or 
association from making available to quotation vendors indications of 
interest or bids and offers for a subject security at any time

[[Page 76]]

such exchange or association is not required to do so pursuant to 
paragraph (b)(1) of this section.
    (5)(i) Any exchange may make an election for purposes of paragraph 
(a)(25)(i)(B) of this section for any covered security, by collecting, 
processing, and making available bids, offers, quotation sizes, and 
aggregate quotation sizes in that security; except that for any covered 
security previously listed or admitted to unlisted trading privileges on 
only one exchange and not traded by any OTC market maker, such election 
shall be made by notifying all specified persons, and shall be effective 
at the opening of trading on the business day following notification.
    (ii) Any member of an association acting in the capacity of an OTC 
market maker may make an election for purposes of paragraph 
(a)(25)(ii)(B) of this section for any covered security, by 
communicating to its association bids, offers, and quotation sizes in 
that security; except that for any other covered security listed or 
admitted to unlisted trading privileges on only one exchange and not 
traded by any other OTC market maker, such election shall be made by 
notifying its association and all specified persons, and shall be 
effective at the opening of trading on the business day following 
notification.
    (iii) The election of an exchange or member of an association for 
any covered security pursuant to this paragraph (b)(5) shall cease to be 
in effect if such exchange or member ceases to make available or 
communicate bids, offers, and quotation sizes in such security.
    (c) Obligations of responsible brokers and dealers. (1) Each 
responsible broker or dealer shall promptly communicate to its exchange 
or association, pursuant to the procedures established by that exchange 
or association, its best bids, best offers, and quotation sizes for any 
subject security.
    (2) Subject to the provisions of paragraph (c)(3) of this section, 
each responsible broker or dealer shall be obligated to execute any 
order to buy or sell a subject security, other than an odd-lot order, 
presented to it by another broker or dealer, or any other person 
belonging to a category of persons with whom such responsible broker or 
dealer customarily deals, at a price at least as favorable to such buyer 
or seller as the responsible broker's or dealer's published bid or 
published offer (exclusive of any commission, commission equivalent or 
differential customarily charged by such responsible broker or dealer in 
connection with execution of any such order) in any amount up to its 
published quotation size.
    (3)(i) No responsible broker or dealer shall be obligated to execute 
a transaction for any subject security as provided in paragraph (c)(2) 
of this section to purchase or sell that subject security in an amount 
greater than such revised quotation if:
    (A) Prior to the presentation of an order for the purchase or sale 
of a subject security, a responsible broker or dealer has communicated 
to its exchange or association, pursuant to paragraph (c)(1) of this 
section, a revised quotation size; or
    (B) At the time an order for the purchase or sale of a subject 
security is presented, a responsible broker or dealer is in the process 
of effecting a transaction in such subject security, and immediately 
after the completion of such transaction, it communicates to its 
exchange or association a revised quotation size, such responsible 
broker or dealer shall not be obligated by paragraph (c)(2) of this 
section to purchase or sell that subject security in an amount greater 
than such revised quotation size.
    (ii) No responsible broker or dealer shall be obligated to execute a 
transaction for any subject security as provided in paragraph (c)(2) of 
this section if:
    (A) Before the order sought to be executed is presented, such 
responsible broker or dealer has communicated to its exchange or 
association pursuant to paragraph (c)(1) of this section, a revised bid 
or offer; or
    (B) At the time the order sought to be executed is presented, such 
responsible broker or dealer is in the process of effecting a 
transaction in such subject security, and, immediately after the 
completion of such transaction,

[[Page 77]]

such responsible broker or dealer communicates to its exchange or 
association pursuant to paragraph (c)(1) of this section, a revised bid 
or offer; provided, however, That such responsible broker or dealer 
shall nonetheless be obligated to execute any such order in such subject 
security as provided in paragraph (c)(2) of this section at its revised 
bid or offer in any amount up to its published quotation size or revised 
quotation size.
    (4) Subject to the provisions of paragraph (b)(4) of this section:
    (i) No exchange or OTC market maker may make available, disseminate 
or otherwise communicate to any quotation vendor, directly or 
indirectly, for display on a terminal or other display device any bid, 
offer, quotation size, or aggregate quotation size for any covered 
security which is not a subject security with respect to such exchange 
or OTC market maker; and
    (ii) No quotation vendor may disseminate or display on a terminal or 
other display device any bid, offer, quotation size, or aggregate 
quotation size from any exchange or OTC market maker for any covered 
security which is not a subject security with respect to such exchange 
or OTC market maker.
    (5)(i) Entry of any priced order for a covered security by an 
exchange market maker or OTC market maker in that security into an 
electronic communications network that widely disseminates such order 
shall be deemed to be:
    (A) A bid or offer under this section, to be communicated to the 
market maker's exchange or association pursuant to paragraph (c) of this 
section for at least the minimum quotation size that is required by the 
rules of the market maker's exchange or association if the priced order 
is for the account of a market maker, or the actual size of the order up 
to the minimum quotation size required if the priced order is for the 
account of a customer; and
    (B) A communication of a bid or offer to a quotation vendor for 
display on a display device for purposes of paragraph (c)(4) of this 
section.
    (ii) An exchange market maker or OTC market maker that has entered a 
priced order for a covered security into an electronic communications 
network that widely disseminates such order shall be deemed to be in 
compliance with paragraph (c)(5)(i)(A) of this section if the electronic 
communications network:
    (A)(1)Provides to an exchange or association (or an exclusive 
processor acting on behalf of one or more exchanges or associations) the 
prices and sizes of the orders at the highest buy price and the lowest 
sell price for such security entered in, and widely disseminated by, the 
electronic communications network by exchange market makers and OTC 
market makers for the covered security, and such prices and sizes are 
included in the quotation data made available by the exchange, 
association, or exclusive processor to quotation vendors pursuant to 
this section; and
    (2) Provides, to any broker or dealer, the ability to effect a 
transaction with a priced order widely disseminated by the electronic 
communications network entered therein by an exchange market maker or 
OTC market maker that is:
    (i) Equivalent to the ability of any broker or dealer to effect a 
transaction with an exchange market maker or OTC market maker pursuant 
to the rules of the exchange or association to which the electronic 
communications network supplies such bids and offers; and
    (ii) At the price of the highest priced buy order or lowest priced 
sell order, or better, for the lesser of the cumulative size of such 
priced orders entered therein by exchange market makers or OTC market 
makers at such price, or the size of the execution sought by the broker 
or dealer, for the covered security; or
    (B) Is an alternative trading system that:
    (1) Displays orders and provides the ability to effect transactions 
with such orders under Sec. 242.301(b)(3) of this chapter; and
    (2) Otherwise is in compliance with Regulation ATS, Sec. 242.300 
through Sec. 242.303 of this chapter.

[[Page 78]]

    (d) Exemptions. The Commission may exempt from the provisions of 
this section, either unconditionally or on specified terms and 
conditions, any responsible broker or dealer, electronic communications 
network, exchange, or association if the Commission determines that such 
exemption is consistent with the public interest, the protection of 
investors and the removal of impediments to and perfection of the 
mechanism of a national market system.

[61 FR 48328, Sept. 12, 1996, as amended at 63 FR 70919, Dec. 22, 1998]



Sec. 240.11Ac1-2  Display of transaction reports, last sale data and quotation information.

    (a) Definitions. For purposes of this section, (1) The terms 
transaction report, effective transaction reporting plan, moving ticker, 
last sale data, market minder and interrogation device shall have the 
meaning provided in Sec. 240.11Aa3-1 (Rules 11Aa3-1 under the Act).
    (2) The term vendor shall mean any securities information processor 
engaged in the business of disseminating transaction reports, last sale 
data or quotation information with respect to subject securities to 
brokers, dealers or investors on a real-time or other current and 
continuing basis, whether through an electronic communications network, 
moving ticker or interrogation device.
    (3) The term NASDAQ shall mean the electronic inter-dealer quotation 
system owned and operated by NASDAQ, Inc., a subsidiary of the National 
Association of Securities Dealers, Inc.
    (4) The term subject security shall mean,
    (i) Any reported security; and
    (ii) Any other equity security as to which transaction reports, last 
sale data or quotation information is disseminated through NASDAQ.
    (5) The terms quotations and quotation information shall mean bids, 
offers and, where applicable, quotation sizes and aggregate quotation 
sizes.
    (6) The terms bid and offer shall,
    (i) In the case of a reported security, have the meaning provided in 
Sec. 240.11Ac1-1 (Rule 11Ac1-1 under the Act); and
    (ii) In the case of any subject security other than a reported 
security, mean the most recent bid price or offer price of an over-the-
counter market maker disseminated through Level 2 or 3 of NASDAQ.
    (7) The terms quotation size, aggregate quotation size, third market 
maker and make available shall have the meaning provided in 
Sec. 240.11Ac1-1 (Rule 11Ac1-1 under the Act).
    (8) The term consolidated display shall mean, with respect to a 
particular reported security,
    (i) Any display (other than a moving ticker or market minder) of 
transaction reports for such security from all reporting market centers;
    (ii) Any display (other than a moving ticker or market minder) of 
last sale data for such security, or information derived therefrom, 
based on transaction reports from all reporting market centers; or
    (iii) Any display of quotation information for that security based 
on quotations from all reporting market centers.
    (9) The term consolidated price, when used with respect to a 
particular reported security, shall mean the price of the most recent 
transaction report for that security reported pursuant to any effective 
transaction reporting plan.
    (10) The term consolidated volume, when used with respect to a 
particular reported security, shall mean the volume of the most recent 
transaction report for that security reported pursuant to any effective 
transaction reporting plan.
    (11) The term cumulative consolidated volume, when used with respect 
to a particular reported security, shall mean the cumulative volume of 
all transaction reports for that security reported pursuant to any 
effective transaction reporting plan during a particular trading day.
    (12) The term individual market center display shall mean, with 
respect to a particular reported security,
    (i) Any display (other than a moving ticker or market minder) of 
transaction reports for such security from a particular market center;
    (ii) Any display (other than a moving ticker or market minder) of 
last sale data for such security, or information

[[Page 79]]

derived therefrom, based on transaction reports from a particular 
reporting market center; or
    (iii) Any display of quotation information for that security based 
on quotations from a particular reporting market center.
    (13) The term over-the-counter market maker shall mean, with respect 
to any subject security other than a reported security, any broker or 
dealer which holds itself out as being willing to buy and sell such 
security on a regular and continuous basis otherwise than on an exchange 
in amounts of less than block size.
    (14) The term reporting market center shall mean, (i) with respect 
to a reported security,
    (A) Any national securities exchange (``exchange'') on which, or 
through whose facilities, transactions in such security are executed and 
which collects, processes and makes available transaction reports with 
respect to transactions in such security on a current basis pursuant to 
Sec. 240.11Aa3-1 (Rule 11Aa3-1 under the Act); and
    (B) Any person acting in the capacity of a third market maker with 
respect to such security which reports transactions in such security to 
a national securities association on a current basis pursuant to 
Sec. 240.11Aa3-1 (Rule 11Aa3-1 under the Act) and disseminates 
quotations in such security pursuant to Sec. 240.11Ac1-1 (Rule 11Ac1-1 
under the Act); and
    (ii) With respect to a subject security other than a reported 
security, any person acting in the capacity of an over-the-counter 
market maker who is authorized to disseminate quotations in such 
security, through NASDAQ, and who makes such quotations available 
through that system on a regular and continuous basis.
    (15) The terms best bid and best offer shall mean,
    (i) With respect to quotations for a reported security, the highest 
bid or lowest offer for that security made available by any reporting 
market center pursuant to Sec. 240.11Ac1-1 (Rule 11Ac1-1 under the Act) 
(excluding any bid or offer made available by an exchange during any 
period such exchange is relieved of its obligations under paragraphs (b) 
(1) and (2) of Sec. 240. 11Ac1-1 by virtue of paragraph (b)(3)(i) 
thereof)); Provided, however, That in the event two or more reporting 
market centers make available identical bids or offers for a reported 
security, the best bid or best offer (as the case may be) shall be 
computed by ranking all such identical bids or offers (as the case may 
be) first by size (giving the highest ranking to the bid or offer 
associated with the largest size), then by time (giving the highest 
ranking to the bid or offer received first in time); and
    (ii) With respect to quotations for a subject security other than a 
reported security, the highest bid or lowest offer (as the case may be) 
for such security disseminated by an over-the-counter market maker in 
Level 2 or 3 of NASDAQ.
    (16) The term quotation montage shall mean, with respect to a 
particular subject security, a display on an interrogation device which 
disseminates simultaneously quotations in that security from all 
reporting market centers.
    (17) The term representative bid or offer shall mean any number 
representing a bid price or an offer price (as the case may be) for a 
particular subject security which is (i) the mean, median, mode or 
weighted average of two or more bids or offers of reporting market 
centers in such security, (ii) calculated with reference to or derived 
from any such mean, median, mode or weighted average, or (iii) 
calculated by adding to or subtracting from the bid or offer of any 
reporting market center in such security any number representing a 
commission, commission equivalent, mark-up or differential.
    (18) The term market information, when used with respect to an 
individual market center display or a consolidated display for a 
particular reported security, shall mean (i) any transaction reports or 
last sale data, or information derived therefrom, contained in any such 
display, (ii) any quotation information contained in any such display, 
and (iii) any other category of information contained in any such 
display which relates to the particular reported security involved, 
including, but not limited to, annual or periodic dividend, ex-dividend 
date, time of most recent trade and news dissemination.

[[Page 80]]

    (19) The term market linkage system shall mean any communications 
and data processing facility which permits orders for the purchase and 
sale of a subject security to be transmitted from one reporting market 
center to another such reporting market center.
    (20) The term reported security shall mean any security or class of 
securities for which transaction reports are collected, processed and 
made available pursuant to an effective transaction reporting plan.
    (b) Display requirements for transaction reports and last sale data. 
(1) No vendor shall distribute, publish, display or otherwise provide to 
brokers and dealers on a real-time or other current and continuing 
basis, whether through an electronic communications network, moving 
ticker or interrogation device, transaction reports, last sale data or 
market information in contravention of the provisions of this section.
    (2) On and after the effective date of this section, the following 
requirements shall be applicable to the display of transaction reports, 
last sale data or market information with respect to reported 
securities:
    (i) If transaction reports or last sale data with respect to a 
particular reported security are provided by a vendor on an 
interrogation device, such vendor shall provide on that device a 
consolidated display of transaction reports or last sale data for such 
security which shall include, at a minimum, (A) the consolidated price 
for such security, (B) the consolidated volume or cumulative 
consolidated volume for such security, and (C) an identifier indicating 
the reporting market center associated with such consolidated price and 
consolidated volume (the ``consolidated last sale display'').
    (ii) The consolidated last sale display shall be accessed by means 
of retrieval instructions involving a number of key strokes which is 
fewer than the number of strokes required to access any individual 
market center display of transaction reports or last sale data provided 
on that device for such security; Provided, however, That, 
notwithstanding the above requirement, a vendor may provide on that 
device both the consolidated last sale display and any such individual 
market center displays made available for such security by means of 
retrieval instructions involving an equal number of key strokes if the 
information request or transmit key for the consolidated last sale 
display is the most prominent.
    (iii) Subject to the provisions of paragraph (b)(2)(ii) of this 
section, a vendor may provide on an interrogation device an individual 
market center display of transaction reports or last sale data for a 
particular reported security for any reporting market center in such 
security.
    (iv) No moving ticker may include an identifier indicating the 
reporting market center associated with a particular transaction report 
with respect to a reported security unless such moving ticker includes 
identifiers for all transaction reports for such security (or an 
identifiable subset of all such transaction reports) from all reporting 
market centers in that security in a non-discriminatory manner.
    (v) No moving ticker or consolidated last sale display may exclude 
any transaction report or last sale data based upon the market center in 
which a transaction has been executed.
    (vi) No vendor may provide any category of market information in an 
individual market center display for a particular subject security 
unless that category of market information is also provided, on a 
consolidated basis, as part of the consolidated last sale display for 
that security; Provided, however, That a vendor may delete from such 
consolidated last sale display up to three categories of information if 
such deletion is necessary to accommodate the display of any market 
identifiers required by this section.
    (vii) Transaction reports and last sale data from all reporting 
market centers which are third market makers may be identified in a 
consolidated last sale display or a moving ticker by a single identifier 
without identification of the individual third market maker associated 
with such transaction report or last sale data.
    (c) Display requirements for quotation information. (1) No vendor 
shall distribute, publish, display or otherwise provide to brokers and 
dealers on a

[[Page 81]]

real-time or other current and continuing basis, whether through an 
electronic communications network, moving ticker or interrogation 
device, quotation information with respect to subject securities in 
contravention of the provisions of this section.
    (2) On and after the effective date of this section, the following 
requirements shall be applicable to the display of quotation information 
with respect to subject securities:
    (i) If quotation information with respect to a particular subject 
security is provided by a vendor on an interrogation device, such vendor 
shall provide on that device a consolidated display of quotation 
information for such security (the ``consolidated quotation display'') 
which shall include, at a minimum,
    (A) The best bid and best offer for such security and, in the case 
of a reported security, (1) identifiers indicating the reporting market 
center making available such best bid and the reporting market center 
making available such best offer and (2) the quotation size or aggregate 
quotation size associated with such best bid and the quotation size or 
aggregate quotation size associated with such best offer, or
    (B) A quotation montage for that security.
    (ii) The consolidated quotation display shall be accessed by means 
of retrieval instructions involving a number of key strokes which is 
fewer than the number of strokes required to access any individual 
market center quotation display provided on that device by such vendors 
for such security: Provided, however, That, notwithstanding the above 
requirement, a vendor may provide on that device both the consolidated 
quotation display and any individual market center display of quotation 
information provided for such security by means of retrieval 
instructions involving an equal number of key strokes if the information 
request or transmit key for the consolidated quotation display is the 
most prominent.
    (iii) Subject to the provisions of paragraph (c)(2)(ii) of this 
section, a vendor may provide on an interrogation device
    (A) An individual market center display of quotation information for 
a particular subject security for any reporting market center in such 
security; or
    (B) Either separately or as the consolidated quotation display, a 
quotation montage for that security.
    (iv) No consolidated quotation display or separate quotation montage 
provided on an interrogation device may exclude any quotation 
information based upon the market center making available such 
information: Provided, however, That for purposes of providing the 
consolidated quotation display or a separate quotation montage for any 
reported security, quotation information from all reporting market 
centers which are third market makers may be consolidated to derive a 
best bid and offer for all such market centers if such interrogation 
device is capable of displaying, either separately or as part of the 
consolidated quotation display or separate quotation montage, (A) 
identifiers indicating the reporting market center making available such 
best bid and the reporting market center making available such best 
offer, and (B) the quotation size associated with both such best bid and 
best offer.
    (v) Each individual market center display of quotation information 
or separate quotation montage for a particular reported security shall 
include the quotation size or aggregate quotation size associated with 
each bid or offer disseminated as part of such display or montage.
    (vi) No vendor may provide on any interrogation device a 
representative bid or offer with respect to any subject security.
    (d) Joint display of transaction reports and quotation information. 
Subject to the provisions of paragraphs (b)(2)(ii) and (c)(2)(ii) of 
this section regarding the means of access to consolidated last sale 
displays and consolidated quotation displays, a vendor may combine the 
consolidated last sale display and the consolidated quotation display 
for a particular subject security.
    (e) Applicability to brokers and dealers. Subject to the provisions 
of paragraph (f) of this section, no broker or dealer may operate or 
maintain any display of

[[Page 82]]

transaction reports, last sale data, quotation information or market 
information which would not be permitted to be provided by a vendor 
under paragraph (b) or (c) of this section.
    (f) Exchange or market linkage system displays. The provisions of 
this section shall not apply to: (1) The dissemination or display of 
transactions reports, last sale data, quotation information or market 
information on the trading floor or through the facilities of an 
exchange, (2) any display of transaction reports, last sale data, 
quotation information or market information operated or maintained by a 
self-regulatory organization for monitoring or surveillance purposes, or 
(3) any display of transaction reports, last sale data or quotation 
information in connection with the operation of a market linkage system 
implemented in accordance with a plan approved by the Commission 
pursuant to section 11A(a)(3)(B) of the Act.
    (g) Exemptions. The Commission may exempt from the provisions of 
this section, either unconditionally or on specified terms and 
conditions, any securities information processor, self-regulatory 
organization, broker, dealer or specified subject security if the 
Commission determines that such exemption is consistent with the public 
interest, the protection of investors and the removal of impediments to, 
and perfection of the mechanisms of, a national market system.
    (h) Effective date. The effective date of this section shall be 
April 5, 1980, except for paragraph (c)(2)(vi), which shall become 
effective on July 5, 1980, and paragraphs (b)(2)(ii), (vi) and 
(c)(2)(i), (ii), (iv), (v) which shall become effective on October 1, 
1981.

(Secs. 2, 3, 6, 9, 10, 15, 17 and 23, Pub. L. 78-291, 48 Stat. 881, 882, 
885, 889, 891, 895, 897 and 901, as amended by secs. 2, 3, 4, 11, 14 and 
18, Pub. L. 94-29, 89 Stat. 97, 104, 121, 137 and 155 (15 U.S.C. 78b, 
78c, 78f, 78i, 78j, 78o, 78g and 78w); sec. 15A, as added by sec. 1, 
Pub. L. 75-719, 52 Stat. 1070, as amended by sec. 12, Pub. L. 94-29, 89 
Stat. 127 (15 U.S.C. 78-3); sec. 11A, as added by sec. 7, Pub. L. 94-29, 
89 Stat. 111 (15 U.S.C. 78k-l); 15 U.S.C. 78a et seq., as amended by 
Pub. L. 94-29 (June 4, 1975) and by Pub. L. 98-38 (June 6, 1983), 
particularly secs. 11A, 15, 19 and 23 thereof (15 U.S.C. 78k-1, 78o, 78s 
and 78w))

[45 FR 12405, Feb. 26, 1980, as amended at 46 FR 43962, Sept. 2, 1981; 
48 FR 53691, Nov. 29, 1983]



Sec. 240.11Ac1-3  Customer account statements.

    (a) No broker or dealer acting as agent for a customer may effect 
any transaction in, induce or attempt to induce the purchase or sale of, 
or direct orders for purchase or sale of, any subject security as 
defined in Sec. 240.11Ac1-2 or a security authorized for quotation on an 
automated inter-dealer quotation system that has the characteristics set 
forth in section 17B of the Act (15 U.S.C. 78q-2), unless such broker or 
dealer informs such customer, in writing, upon opening a new account and 
on an annual basis thereafter, of the following:
    (1) The broker's or dealer's policies regarding receipt of payment 
for order flow as defined in Sec. 240.10b-10(e)(9), from any broker or 
dealer, national securities exchange, registered securities association, 
or exchange member to which it routes customers' orders for execution, 
including a statement as to whether any payment for order flow is 
received for routing customer orders and a detailed description of the 
nature of the compensation received; and
    (2) The broker's or dealer's policies for determining where to route 
customer orders that are the subject of payment for order flow as 
defined in

[[Page 83]]

Sec. 240.10b-10(e)(9) absent specific instructions from customers, 
including a description of the extent to which orders can be executed 
prices superior to the best bid or best offer as defined in 
Sec. 240.11Ac1-2.
    (b) Exemptions. The Commission, upon request or upon its own motion, 
may exempt by rule or by order, any broker or dealer or any class of 
brokers or dealers, security or class of securities from the 
requirements of paragraph (a) of this section with respect to any 
transaction or class of transactions, either unconditionally or on 
specified terms and conditions, if the Commission determines that such 
exemption is consistent with the pubic interest and the protection of 
investors.

[59 FR 55012, Nov. 2, 1994]



Sec. 240.11Ac1-4  Display of customer limit orders.

    (a) Definitions. For purposes of this section:
    (1) The term association shall mean any association of brokers and 
dealers registered pursuant to Section 15A of the Act (15 U.S.C. 78o-3).
    (2) The terms best bid and best offer shall have the meaning 
provided in Sec. 240.11Ac1-1(a)(3).
    (3) The terms bid and offer shall have the meaning provided in 
Sec. 240.11Ac1-1(a)(4).
    (4) The term block size shall mean any order:
    (i) Of at least 10,000 shares; or
    (ii) For a quantity of stock having a market value of at least 
$200,000.
    (5) The term covered security shall mean any ``reported security'' 
and any other security for which a transaction report, last sale data or 
quotation information is disseminated through an automated quotation 
system as described in section 3(a)(51)(A)(ii) of the Act (15 U.S.C. 
78c(a)(51)(A)(ii)).
    (6) The term customer limit order shall mean an order to buy or sell 
a covered security at a specified price that is not for the account of 
either a broker or dealer; provided, however, That the term customer 
limit order shall include an order transmitted by a broker or dealer on 
behalf of a customer.
    (7) The term electronic communications network shall have the 
meaning provided in Sec. 240.11Ac1-1(a)(8).
    (8) The term exchange-traded security shall have the meaning 
provided in Sec. 240.11Ac1-1(a)(10).
    (9) The term OTC market maker shall mean any dealer who holds itself 
out as being willing to buy from and sell to its customers, or 
otherwise, a covered security for its own account on a regular or 
continuous basis otherwise than on a national securities exchange in 
amounts of less than block size.
    (10) The term reported security shall have the meaning provided in 
Sec. 240.11Ac1-1(a)(20).
    (b) Specialists and OTC market makers. For all covered securities:
    (1) Each member of an exchange that is registered by that exchange 
as a specialist, or is authorized by that exchange to perform functions 
substantially similar to that of a specialist, shall publish immediately 
a bid or offer that reflects:
    (i) The price and the full size of each customer limit order held by 
the specialist that is at a price that would improve the bid or offer of 
such specialist in such security; and
    (ii) The full size of each customer limit order held by the 
specialist that:
    (A) Is priced equal to the bid or offer of such specialist for such 
security;
    (B) Is priced equal to the national best bid or offer; and
    (C) Represents more than a de minimis change in relation to the size 
associated with the specialist's bid or offer.
    (2) Each registered broker or dealer that acts as an OTC market 
maker shall publish immediately a bid or offer that reflects:
    (i) The price and the full size of each customer limit order held by 
the OTC market maker that is at a price that would improve the bid or 
offer of such OTC market maker in such security; and
    (ii) The full size of each customer limit order held by the OTC 
market maker that:
    (A) Is priced equal to the bid or offer of such OTC market maker for 
such security;
    (B) Is priced equal to the national best bid or offer; and

[[Page 84]]

    (C) Represents more than a de minimis change in relation to the size 
associated with the OTC market maker's bid or offer.
    (c) Exceptions. The requirements in paragraph (b) of this section 
shall not apply to any customer limit order:
    (1) That is executed upon receipt of the order.
    (2) That is placed by a customer who expressly requests, either at 
the time that the order is placed or prior thereto pursuant to an 
individually negotiated agreement with respect to such customer's 
orders, that the order not be displayed.
    (3) That is an odd-lot order.
    (4) That is a block size order, unless a customer placing such order 
requests that the order be displayed.
    (5) That is delivered immediately upon receipt to an exchange or 
association-sponsored system, or an electronic communications network 
that complies with the requirements of Sec. 240.11Ac1-1(c)(5)(ii) with 
respect to that order.
    (6) That is delivered immediately upon receipt to another exchange 
member or OTC market maker that complies with the requirements of this 
section with respect to that order.
    (7) That is an ``all or none'' order.
    (d) Exemptions. The Commission may exempt from the provisions of 
this section, either unconditionally or on specified terms and 
conditions, any responsible broker or dealer, electronic communications 
network, exchange, or association if the Commission determines that such 
exemption is consistent with the public interest, the protection of 
investors and the removal of impediments to and perfection of the 
mechanism of a national market system.

[61 FR 48331, Sept. 12, 1996]

                  Securities Exempted From Registration



Sec. 240.12a-4  Exemption of certain warrants from section 12(a).

    (a) When used in this section, the following terms shall have the 
meaning indicated unless the context otherwise requires:
    (1) The term warrant means any warrant or certificate evidencing a 
right to subscribe to or otherwise acquire another security, issued or 
unissued.
    (2) The term beneficiary security means a security to the holders of 
which a warrant or right to subscribe to or otherwise acquire another 
security is granted.
    (3) The term subject security means a security which is the subject 
of a warrant or right to subscribe to or otherwise acquire such 
security.
    (4) The term in the process of admission to dealing, in respect of a 
specified security means that (i) an application has been filed pursuant 
to section 12 (b) and (c) of the Act for the registration of such 
security on a national securities exchange; or (ii) the Commission has 
granted an application made pursuant to section 12(f) of the Act to 
continue or extend unlisted trading privileges to such security on a 
national securities exchange; or (iii) written notice has been filed 
with the Commission by a national securities exchange to the effect that 
such security has been approved for admission to dealing as a security 
exempted from the operation of section 12(a) of the Act.
    (b) Any issued or unissued warrant granted to the holders of a 
security admitted to dealing on a national securities exchange, shall be 
exempt from the operation of section 12(a) of the Act to the extent 
necessary to render lawful the effecting of transactions therein on any 
national securities exchange (i) on which the beneficiary security is 
admitted to dealing or (ii) on which the subject security is admitted to 
dealing or is in the process of admission to dealing, subject to the 
following terms and conditions:
    (1) Such warrant by its terms expires within 90 days after the 
issuance thereof;
    (2) A registration statement under the Securities Act of 1933 is in 
effect as to such warrant and as to each subject security, or the 
applicable terms of any exemption from such registration have been met 
in respect to such warrant and each subject security; and
    (3) Within five days after the exchange has taken official action to 
admit such warrant to dealing, it shall notify the Commission of such 
action.
    (c) Notwithstanding paragraph (b) of this section, no exemption 
pursuant to

[[Page 85]]

this section shall be available for transactions in any such warrant on 
any exchange on which the beneficiary security is admitted to dealing 
unless:
    (1) Each subject security is admitted to dealing or is in process of 
admission to dealing on a national securities exchange; or
    (2) There is available from a registration statement and periodic 
reports or other data filed by the issuer of the subject security, 
pursuant to any act administered by the Commission, information 
substantially equivalent to that available with respect to a security 
listed and registered on a national securities exchange.
    (d) Notwithstanding the foregoing, an unissued warrant shall not be 
exempt pursuant to this section unless:
    (1) Formal or official announcement has been made by the issuer 
specifying (i) the terms upon which such warrant and each subject 
security is to be issued, (ii) the date, if any, as of which the 
security holders entitled to receive such warrant will be determined, 
(iii) the approximate date of the issuance of such warrant, and (iv) the 
approximate date of the issuance of each subject security; and,
    (2) The members of the exchange are subject to rules which provide 
that the performance of the contract to purchase and sell an unissued 
warrant shall be conditioned upon the issuance of such warrant.
    (e) The Commission may by order deny or revoke the exemption of a 
warrant under this section, if, after appropriate notice and opportunity 
for hearing to the issuer of such warrant and to the exchange or 
exchanges on which such warrant is admitted to dealing as an exempted 
security, it finds that:
    (1) Any of the terms or conditions of this section 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 exchanges 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) Section 240.10b-1 shall be applicable to any warrant exempted by 
this section.

(Secs. 3, 12, 48 Stat. 882, as amended, 892; 15 U.S.C. 78c, 78l)

[15 FR 3450, June 2, 1950, as amended at 18 FR 128, Jan. 7, 1953]



Sec. 240.12a-5  Temporary exemption of substituted or additional securities.

    (a)(1) Subject to the conditions of paragraph (a)(2) of this 
section, 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:
    (i) 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
    (ii) 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 ``when-issued'' 
basis on any national securities exchange on which the original security 
is lawfully admitted to trading.
    (2) The exemptions provided by paragraph (a)(1) of this section 
shall be available only if the following conditions are met:
    (i) A registration statement is in effect under the Securities Act 
of 1933 to the extent required as to the security which is the subject 
of such exemption,

[[Page 86]]

or the terms of any applicable exemption from registration under such 
act have been complied with, if required;
    (ii) Any stockholder approval necessary to the issuance of the 
security which is the subject of the exemption, has been obtained; and
    (iii) All other necessary official action, other than the filing or 
recording of charter amendments or other documents with the appropriate 
State authorities, has been taken to authorize and assure the issuance 
of the security which is the subject of such exemption.
    (b) The exemption provided by this section shall terminate on the 
earliest of the following dates:
    (1) When registration of the exempt security on the exchange become 
effective;
    (2) When the exempt security is granted unlisted trading privileges 
on the exchange;
    (3) The close of business on the tenth day after (i) withdrawal of 
an application for registration of the exempt security on the exchange; 
(ii) withdrawal by the exchange of its certification of approval of the 
exempt security for listing and registration; (iii) withdrawal of an 
application for admission of the exempt security to unlisted trading 
privileges on the exchange; or (iv) the sending to the exchange of 
notice of the entry of an order by the Commission denying any 
application for admission of the exempt security to unlisted trading 
privileges on the exchange;
    (4) The close of business on the one hundred and twentieth day after 
the date on which the exempt security was admitted by action of the 
exchange to trading thereon as a security exempted from the operation of 
section 12 (a) by this section, unless prior thereto an application for 
registration of the exempt security or for admission of the exempt 
security to unlisted trading privileges on the exchange has been filed.
    (c) Notwithstanding paragraph (b) of this section, the Commission, 
having due regard for the public interest and the protection of 
investors, may at any time extend the period of exemption of any 
security by this rule or may sooner terminate the exemption upon notice 
to the exchange and to the issuer of the extension or termination 
thereof.
    (d) The Exchange shall file with the Commission a notification on 
Form 26 1 promptly after taking action to admit any security 
to trading under this section: Provided, however, That no notification 
need be filed under this section concerning the admission or proposed 
admission to trading of additional amounts of a class of security 
admitted to trading on such exchange.
---------------------------------------------------------------------------

    1  Copy filed with the Federal Register Division.
---------------------------------------------------------------------------

    (e) Section 240.10b-1 shall be applicable to all securities exempted 
from the operation of section 12(a) of the act by this section.

(Secs. 3, 12, 48 Stat. 882, 892; 15 U.S.C. 78c (12), 78l)

[13 FR 8185, Dec. 22, 1948, as amended at 19 FR 669, Feb. 5, 1954; 20 FR 
2081, Apr. 2, 1955; 53 FR 41206, Oct. 20, 1988]



Sec. 240.12a-6  Exemption of securities underlying certain options from section 12(a).

    (a) When used in this rule, the following terms shall have the 
meanings indicated unless the context otherwise requires:
    (1) The term option shall include any put, call, spread, straddle, 
or other option or privilege of buying a security from or selling a 
security to another without being bound to do so, but such term shall 
not include any such option where the writer is: The issuer of the 
security which may be purchased or sold upon exercise of the option, or 
is a person that directly, or indirectly, through one or more 
intermediaries, controls, or is controlled by, or is under common 
control with such issuer;
    (2) The term underlying security means a security which relates to 
or is the subject of an option.
    (b) Any underlying security shall be exempt from the operation of 
section 12(a) of the Act if all of the following terms and conditions 
are met:
    (1) The related option is duly listed and registered on a national 
securities exchange;
    (2) The only transactions on such exchange with respect to such 
underlying securities consist of the delivery of and payment for such 
underlying securities

[[Page 87]]

pursuant to the terms of such options relating to the exercise thereof; 
and
    (3) Such underlying security is (i) duly listed and registered on 
another national securities exchange at the time the option is issued; 
or (ii) duly quoted on the National Association of Securities Dealers 
Automated Quotation System (``NASDAQ'') at the time the option is 
issued.

(Secs. 3(a)(12); 48 Stat. 882, 84 Stat. 718, 1435, 1499 (15 U.S.C. 
78(c)))

[38 FR 11449, May 8, 1973, as amended at 50 FR 20203, May 15, 1985]



Sec. 240.12a-7  Exemption of stock contained in standardized market baskets from section 12(a) of the Act.

    (a) Any component stock of a standardized market basket shall be 
exempt from the registration requirement of section 12(a) of the Act, 
solely for the purpose of inclusion in a standardized market basket, 
provided that all of the following terms and conditions are met:
    (1) The standardized market basket has been duly approved by the 
Commission for listing on a national securities exchange pursuant to the 
requirements of section 19(b) of the Act; and
    (2) The stock is a National Market System security as defined in 
rule 11Aa2-1 under the Act (17 CFR 240.11Aa2-1) and is either:
    (i) Listed and registered for trading on a national securities 
exchange by the issuer or
    (ii) Quoted on the National Association of Securities Dealers 
Automated Quotation System;
    (b) When used in this rule, the term standardized market basket 
means a group of at least 100 stocks purchased or sold in a single 
execution and at a single trading location with physical delivery and 
transfer of ownership of each component stock resulting from such 
execution.

[56 FR 28322, June 20, 1991]



Sec. 240.12a-8  Exemption of depositary shares.

    Depositary shares (as that term is defined in Sec. 240.12b-2) 
registered on Form F-6 (Sec. 239.36 of this chapter), but not the 
underlying deposited securities, shall be exempt from the operation of 
section 12(a) of the Act (15 U.S.C. 78l(a)).

[62 FR 39766, July 24, 1997]

               Regulation 12B: Registration and Reporting

    Source: Sections 240.12b-1 to 240.12b-36 appear at 13 FR 9321, Dec. 
31, 1948, unless otherwise noted.

                       ATTENTION ELECTRONIC FILERS

THIS REGULATION SHOULD BE READ IN CONJUNCTION WITH REGULATION S-T (PART 
232 OF THIS CHAPTER), WHICH GOVERNS THE PREPARATION AND SUBMISSION OF 
DOCUMENTS IN ELECTRONIC FORMAT. MANY PROVISIONS RELATING TO THE 
PREPARATION AND SUBMISSION OF DOCUMENTS IN PAPER FORMAT CONTAINED IN 
THIS REGULATION ARE SUPERSEDED BY THE PROVISIONS OF REGULATION S-T FOR 
DOCUMENTS REQUIRED TO BE FILED IN ELECTRONIC FORMAT.

                                 General



Sec. 240.12b-1  Scope of regulation.

    The rules contained in this regulation shall govern all registration 
statements pursuant to sections 12(b) and 12(g) of the Act and all 
reports filed pursuant to sections 13 and 15(d) of the Act, including 
all amendments to such statements and reports, except that any provision 
in a form covering the same subject matter as any such rule shall be 
controlling.

[47 FR 11464, Mar. 16, 1982]



Sec. 240.12b-2  Definitions.

    Unless the context otherwise requires, the following terms, when 
used in the rules contained in this regulation or in Regulation 13A or 
15D or in the forms for statements and reports filed pursuant to 
sections 12, 13 or 15(d) of the act, shall have the respective meanings 
indicated in this rule:
    Affiliate. An ``affiliate'' of, or a person ``affiliated'' with, a 
specified person, is a person that directly, or indirectly through one 
or more intermediaries, controls, or is controlled by, or is under 
common control with, the person specified.
    Amount. The term ``amount,'' when used in regard to securities, 
means the

[[Page 88]]

principal amount if relating to evidences of indebtedness, the number of 
shares if relating to shares, and the number of units if relating to any 
other kind of security.
    Associate. The term ``associate'' used to indicate a relationship 
with any person, means (1) any corporation or organization (other than 
the registrant or a majority-owned subsidiary of the registrant) of 
which such person is an officer or partner or is, directly or 
indirectly, the beneficial owner of 10 percent or more of any class of 
equity securities, (2) any trust or other estate in which such person 
has a substantial beneficial interest or as to which such person serves 
as trustee or in a similar fiduciary 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 examined and reported upon with an opinion expressed 
by an independent public or certified public accountant.
    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.
    Common equity. The term ``common equity'' means any class of common 
stock or an equivalent interest, including but not limited to a unit of 
beneficial interest in a trust or a limited partnership interest.
    Control. The term ``control'' (including the terms ``controlling,'' 
``controlled by'' and ``under common control with'') means the 
possession, direct or indirect, 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.
    Depositary share. The term ``depositary share'' means a security, 
evidenced by an American Depositary Receipt, that represents a foreign 
security or a multiple of or fraction thereof deposited with a 
depositary.
    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 50 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.
    Managing underwriter. The term ``managing underwriter'' includes an 
underwriter (or underwriters) who, by contract or otherwise, deals with 
the registrant; organizes the selling effort; receives some benefit 
directly or indirectly in which all other underwriters similarly 
situated do not share in proportion to their respective interests in the 
underwriting; or represents any other underwriters in such matters as 
maintaining the records of the distribution, arranging the allotments of 
securities offered or arranging for appropriate stabilization 
activities, if any.
    Material. The term ``material,'' when used to qualify a requirement 
for the furnishing of information as to any subject, limits the 
information required to those matters to which there is a substantial 
likelihood that a reasonable investor would attach importance in 
determining whether to buy or sell the securities 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.

[[Page 89]]

    Previously filed or reported. The terms ``previously filed'' and 
``previously reported'' mean previously filed with, or reported in, a 
statement under section 12, a report under section 13 or 15(d), a 
definitive proxy statement or information statement under section 14 of 
the act, or a registration statement under the Securities Act of 1933: 
Provided, That information contained in any such document shall be 
deemed to have been previously filed with, or reported to, an exchange 
only if such document 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. (1) The term ``promoter'' includes:
    (i) 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; or
    (ii) 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.
    (2) All persons coming within the definition of ``promoter'' in 
paragraph (1) of this definition may be referred to as ``founders'' or 
``organizers'' or by another term provided that such term is reasonably 
descriptive of those persons' activities with respect to the issuer.
    Prospectus. Unless otherwise specified or the context otherwise 
requires, the term ``prospectus'' means a prospectus meeting the 
requirements of section 10(a) of the Securities Act of 1933 as amended.
    Registrant. The term ``registrant'' means an issuer of securities 
with respect to which a registration statement or report is to be filed.
    Registration statement. The term ``registration statement'' or 
``statement'', when used with reference to registration pursuant to 
section 12 of the act, includes both an application for registration of 
securities on a national securities exchange pursuant to section 12(b) 
of the act and a registration statement filed pursuant to section 12(g) 
of the act.
    Share. The term ``share'' means a share of stock in a corporation or 
unit of interest in an unincorporated person.
    Significant subsidiary. The term ``significant subsidiary'' means a 
subsidiary, including its subsidiaries, which meets any of the following 
conditions:
    (1) The registrant's and its other subsidiaries' investments in and 
advances to the subsidiary exceed 10 percent of the total assets of the 
registrant and its subsidiaries consolidated as of the end of the most 
recently completed fiscal year (for a proposed business combination to 
be accounted for as a pooling of interests, this condition is also met 
when the number of common shares exchanged or to be exchanged by the 
registrant exceeds 10 percent of its total common shares outstanding at 
the date the combination is initiated); or
    (2) The registrant's and its other subsidiaries' proportionate share 
of the total assets (after intercompany eliminations) of the subsidiary 
exceeds 10 percent of the total assets of the registrants and its 
subsidiaries consolidated as of the end of the most recently completed 
fiscal year; or
    (3) The registrant's and its other subsidiaries' equity in the 
income from continuing operations before income taxes, extraordinary 
items and cumulative effect of a change in accounting principle of the 
subsidiary exceeds 10 percent of such income of the registrant and its 
subsidiaries consolidated for the most recently completed fiscal year.

    Computational note: For purposes of making the prescribed income 
test the following guidance should be applied:

[[Page 90]]

    1. When a loss has been incurred by either the parent and its 
subsidiaries consolidated or the tested subsidiary, but not both, the 
equity in the income or loss of the tested subsidiary should be excluded 
from the income of the registrant and its subsidiaries consolidated for 
purposes of the computation.
    2. If income of the registrant and its subsidiaries consolidated for 
the most recent fiscal year is at least 10 percent lower than the 
average of the income for the last five fiscal years, such average 
income should be substituted for purposes of the computation. Any loss 
years should be omitted for purposes of computing average income.

    Small Business Issuer. The term ``small business issuer'' means an 
entity that meets the following criteria:
    (1) Has revenues of less than $25,000,000;
    (2) Is a U.S. or Canadian issuer;
    (3) Is not an investment company; and
    (4) If a majority owned subsidiary, the parent corporation is also a 
small business issuer.
    Provided however, that an entity is not a small business issuer if 
it has a public float (the aggregate market value of the issuer's 
outstanding voting and non-voting common equity held by non-affiliates) 
of $25,000,000 or more.
    Note:  The public float of a reporting company shall be computed by 
use of the price at which the stock was last sold, or the average of the 
bid and asked prices of such stock, on a date within 60 days prior to 
the end of its most recent fiscal year. The public float of a company 
filing an initial registration statement under the Exchange Act shall be 
determined as of a date within 60 days of the date the registration 
statement is filed. In the case of an initial public offering of 
securities, public float shall be computed on the basis of the number of 
shares outstanding prior to the offering and the estimated public 
offering price of the securities.
    Subsidiary. A ``subsidiary'' of a specified person is an affiliate 
controlled by such person directly, or indirectly through one or more 
intermediaries. (See also ``majority-owned subsidiary,'' ``significant 
subsidiary,'' and ``totally-held subsidiary.'')
    Succession. The term ``succession'' means the direct acquisition of 
the assets comprising a going business, whether by merger, 
consolidation, purchase, or other direct transfer. The term does not 
include the acquisition of control of a business unless followed by the 
direct acquisition of its assets. The terms ``succeed'' and 
``successor'' have meanings correlative to the foregoing.
    Totally held subsidiary. The term ``totally held subsidiary'' means 
a subsidiary (1) substantially all of whose outstanding securities are 
owned by its parent and/or the parent's other totally held subsidiaries, 
and (2) which is not indebted to any person other than its parent and/or 
the parent's other totally held subsidiaries in an amount which is 
material in relation to the particular subsidiary, excepting 
indebtedness incurred in the ordinary course of business which is not 
overdue and which matures within one year from the date of its creation, 
whether evidenced by securities or not.
    Voting securities. The term ``voting securities'' means securities 
the holders of which are presently entitled to vote for the election of 
directors.
    Wholly-owned subsidiary. The term ``wholly-owned subsidiary'' means 
a subsidiary substantially all of whose outstanding voting securities 
are owned by its parent and/or the parent's other wholly-owned 
subsidiaries.

[13 FR 9321, Dec. 31, 1948, as amended at 19 FR 6730, Oct. 30, 1954; 20 
FR 8285, Nov. 4, 1955; 30 FR 2022, Feb. 13, 1965; 47 FR 11464, Mar. 16, 
1982; 47 FR 29841, July 9, 1982; 47 FR 54780, Dec. 6, 1982; 48 FR 12350, 
Mar. 24, 1983; 50 FR 25216, June 18, 1985; 57 FR 36494, Aug. 13, 1992; 
62 FR 26389, May 14, 1997]



Sec. 240.12b-3  Title of securities.

    Wherever the title of securities is required to be stated there 
shall be given such information as will indicate the type and general 
character of the securities, including the following:
    (a) In the case of shares, the par or stated value, if any; the rate 
of dividends, if fixed, and whether cumulative or noncumulative; a brief 
indication of the preference, if any; and if convertible, a statement to 
that effect.
    (b) In the case of funded debt, the rate of interest; the date of 
maturity, or if the issue matures serially, a brief indication of the 
serial maturities, such as ``maturing serially from 1950 to 1960''; if 
the payment of principal or interest is contingent, an appropriate 
indication of such contingency; a brief indication of the priority of 
the issue;

[[Page 91]]

and if convertible, a statement to that effect.
    (c) In the case of any other kind of security, appropriate 
information of comparable character.



Sec. 240.12b-4  Supplemental information.

    The Commission or its staff may, where it is deemed appropriate, 
request supplemental information concerning the registrant, a 
registration statement or a periodic or other report under the Act. This 
information shall not be required to be filed with or deemed part of the 
registration statement or report. The information shall be returned to 
the registrant upon request, provided that:
    (a) Such request is made at the time such information is furnished 
to the staff;
    (b) The return of such information is consistent with the protection 
of investors; and
    (c) The return of such information is consistent with the provisions 
of the Freedom of Information Act (5 U.S.C. 552).

[47 FR 11465, Mar. 16, 1982]



Sec. 240.12b-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-owner 
subsidiary'' of a person within the meaning of those terms as defined in 
Sec. 240.12b-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.



Sec. 240.12b-6  When securities are deemed to be registered.

    A class of securities with respect to which a registration statement 
has been filed pursuant to section 12 of the act shall be deemed to be 
registered for the purposes of sections 13, 14, 15(d) and 16 of the act 
and the rules and regulations thereunder only when such statement has 
become effective as provided in section 12, and securities of said class 
shall not be subject to sections 13, 14 and 16 of the act until such 
statement has become effective as provided in section 12.

(Secs. 3, 14, 16, 48 Stat. 882, 895, 896, sec. 3(d), 78 Stat. 568; 15 
U.S.C. 78c, 78n, 78p, 78l)

[30 FR 482, Jan. 14, 1965]



Sec. 240.12b-7  [Reserved]

                           Formal Requirements



Sec. 240.12b-10  Requirements as to proper form.

    Every statement or report shall be on the form prescribed therefor 
by the Commission, as in effect on the date of filing. Any statement or 
report shall be deemed to be filed on the proper form unless objection 
to the form is made by the Commission within thirty days after the date 
of filing.

(Secs. 4, 16, 19, 24, 48 Stat. 77, 896, 85, as amended, 901; 15 U.S.C. 
77d, 78p, 77s, 78x)

[30 FR 2022, Feb. 13, 1965]



Sec. 240.12b-11  Number of copies; signatures; binding.

    (a) Except as provided in a particular form, three complete copies 
of each statement or report, including exhibits and all other papers and 
documents filed as a part thereof, shall be filed with the Commission. 
At least one complete copy of each statement shall be filed with each 
exchange on which the securities covered thereby are to be registered. 
At least one complete copy of each report under section 13 of the Act 
shall be filed with each exchange on which the registrant has securities 
registered.
    (b) At least one copy of each statement or report filed with the 
Commission and one copy thereof filed with each exchange shall be signed 
in the manner prescribed by the appropriate form.
    (c) Each copy of a statement 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 statement or 
report shall be bound on the left side in such a manner as to leave the 
reading matter legible.
    (d) Signatures. Where the Act or the rules, forms, reports or 
schedules thereunder, including paragraph (b) of

[[Page 92]]

this section, require a document filed with or furnished to the 
Commission to be signed, such document shall be manually signed, or 
signed using either typed signatures or duplicated or facsimile versions 
of manual signatures. Where typed, duplicated or facsimile signatures 
are used, each signatory to the filing shall manually sign a signature 
page or other document authenticating, acknowledging or otherwise 
adopting his or her signature that appears in the filing. Such document 
shall be executed before or at the time the filing is made and shall be 
retained by the filer for a period of five years. Upon request, the 
filer shall furnish to the Commission or its staff a copy of any or all 
documents retained pursuant to this section.

[47 FR 11465, Mar. 16, 1982, as amended at 60 FR 26622, May 17, 1995; 61 
FR 30403, June 14, 1996]



Sec. 240.12b-12  Requirements as to paper, printing and language.

    (a) Statements and reports shall be filed on good quality, unglazed 
white paper, no larger than 8\1/2\ x 11 inches in size, insofar as 
practicable. To the extent that the reduction of larger documents would 
render them illegible, such documents may be filed on paper larger than 
8\1/2\ x 11 inches in size.
    (b) The statement or report and, insofar as practicable, all papers 
and documents filed as a part thereof, shall be printed, lithographed, 
mimeographed, or typewritten. However, the statement 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 and microfilming. 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 statements and reports and all notes to 
financial statements and other tabular data included therein shall be in 
roman type at least as large and as legible as 10-point modern type. 
However, to the extent necessary for convenient presentation, financial 
statements and other tabular data, including tabular data in notes, may 
be in roman type at least as large and as legible as 8-point modern 
type. All such type shall be leaded at least 2 points.
    (d) Statements and reports shall be in the English language. If any 
exhibit or other paper or document filed with a statement or report is 
in a foreign language, it shall be accompanied by a summary, version or 
translation in the English language.
    (e) Where a statement or report is distributed to investors through 
an electronic medium, issuers may satisfy legibility requirements 
applicable to printed documents, such as paper size and type size and 
font, by presenting all required information in a format readily 
communicated to investors.

(Secs. 4, 16, 19, 24, 48 Stat. 77, 896, 85, as amended, 901 (15 U.S.C. 
77d, 78p, 77s, 78x))

[47 FR 11466, Mar. 16, 1982, as amended at 47 FR 58238, Dec. 30, 1982; 
61 FR 24656, May 15, 1996]



Sec. 240.12b-13  Preparation of statement or report.

    The statement or report shall contain the numbers and captions of 
all items of the appropriate form, but the text of the items may be 
omitted provided the answers thereto are so prepared as to indicate to 
the reader the coverage of the items without the necessity of his 
referring to the text of the items or instructions thereto. However, 
where any item requires information to be given in tabular form, it 
shall be given in substantially the tabular form specified in the item. 
All instructions, whether appearing under the items of the form or 
elsewhere therein, are to be omitted. Unless expressly provided 
otherwise, if any item is inapplicable or the answer thereto is in the 
negative, an appropriate statement to that effect shall be made.

(Secs. 4, 16, 19, 24, 48 Stat. 77, 896, 85, as amended, 901; 15 U.S.C. 
77d, 78p, 77s, 78x)

[30 FR 2023, Feb. 13, 1965]



Sec. 240.12b-14  Riders; inserts.

    Riders shall not be used. If the statement or report is typed on a 
printed form, and the space provided for the

[[Page 93]]

answer to any given item is insufficient, reference shall be made in 
such space to a full insert page or pages on which the item number and 
caption and the complete answer are given.

(Secs. 4, 16, 19, 24, 48 Stat. 77, 896, 85, as amended, 901; 15 U.S.C. 
77d, 78p, 77s, 78x)

[30 FR 2023, Feb. 13, 1965]



Sec. 240.12b-15  Amendments.

    All amendments shall be filed under cover of the form amended, 
marked with the letter ``A'' to designate the document as an amendment, 
e.g., ``10-K/A,'' and in compliance with pertinent requirements 
applicable to statements and reports. Amendments filed pursuant to this 
section shall set forth the complete text of each item as amended. 
Amendments shall be numbered sequentially and be filed separately for 
each statement or report amended. Amendments to a statement may be filed 
either before or after registration becomes effective. Amendments shall 
be signed on behalf of the registrant by a duly authorized 
representative of the registrant. The requirements of the form being 
amended shall govern the number of copies to be filed in connection with 
a paper format amendment. Electronic filers satisfy the provisions 
dictating the number of copies by filing one copy of the amendment in 
electronic format. See Rule 309 of Regulation S-T (Sec. 232.309 of this 
chapter).

[58 FR 14682, Mar. 18, 1993, as amended at 59 FR 67764, Dec. 30, 1994]

                   General Requirements as to Contents



Sec. 240.12b-20  Additional information.

    In addition to the information expressly required to be included in 
a statement 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.

(Secs. 4, 16, 19, 24, 48 Stat. 77, 896, 85, as amended, 901; 15 U.S.C. 
77d, 78p, 77s, 78x)

[30 FR 2023, Feb. 13, 1965]



Sec. 240.12b-21  Information unknown or not available.

    Information required need be given only insofar as it is known or 
reasonably available to the registrant. If any required information is 
unknown and not reasonably available to the registrant, either because 
the obtaining thereof would involve unreasonable effort or expense, or 
because it rests peculiarly within the knowledge of another person not 
affiliated with the registrant, the information may be omitted, subject 
to the following conditions.
    (a) The registrant shall give such information on the subject as it 
possesses or can acquire without unreasonable effort or expense, 
together with the sources thereof.
    (b) The registrant shall include a statement either showing that 
unreasonable effort or expense would be involved or indicating the 
absence of any affiliation with the person within whose knowledge the 
information rests and stating the result of a request made to such 
person for the information.



Sec. 240.12b-22  Disclaimer of control.

    If the existence of control is open to reasonable doubt in any 
instance, the registrant may disclaim the existence of control and any 
admission thereof; in such case, however, the registrant shall state the 
material facts pertinent to the possible existence of control.



Sec. 240.12b-23  Incorporation by reference.

    (a) Except for information filed as an exhibit which is covered by 
Rule 12b-32 (17 CFR 240.12b-32), information may be incorporated by 
reference in answer, or partial answer, to any item of a registration 
statement or report subject to the following provisions:
    (1) Financial statements incorporated by reference shall satisfy the 
requirements of the form or report in which they are incorporated. 
Financial statements or other financial data required to be given in 
comparative form for two or more fiscal years or periods shall not be 
incorporated by reference unless the material incorporated by reference 
includes the entire period for which the comparative data is given;

[[Page 94]]

    (2) Information in any part of the registration statement or report 
may be incorporated by reference in answer, or partial answer, to any 
other item of the registration statement or report; and
    (3) Copies of any information or financial statement incorporated 
into a registration statement or report by reference, or copies of the 
pertinent pages of the document containing such information or 
statement, shall be filed as an exhibit to the statement or report, 
except that:
    (i) A proxy or information statement incorporated by reference in 
response to Part III of Form 10-K and Form 10-KSB (Sec. 249.310 and 
Sec. 249.310b); and
    (ii) A form of prospectus filed pursuant to Sec. 230.424(b) 
incorporated by reference in response to Item 1 of Form 8-A 
(Sec. 249.208a) need not be filed as an exhibit.
    (b) Any incorporation by reference of matter pursuant to this 
section shall be subject to the provisions of Sec. 228.10(f) and 
Sec. 229.10(d) of this chapter restricting incorporation by reference of 
documents which incorporate by reference other information. Material 
incorporated by reference shall be clearly identified in the reference 
by page, paragraph, caption or otherwise. Where only certain pages of a 
document are incorporated by reference and filed as an exhibit, the 
document from which the material is taken 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 
statement or report where the information is required. Matter shall not 
be incorporated by reference in any case where such incorporation would 
render the statement or report incomplete, unclear or confusing.

[47 FR 11466, Mar. 16, 1982, as amended at 57 FR 48977, Oct. 29, 1992; 
60 FR 32825, June 23, 1995]



Sec. 240.12b-24  [Reserved]



Sec. 240.12b-25  Notification of inability to timely file all or any required portion of a Form 10-K, 10-KSB, 20-F, 11-K, N-SAR, Form 10-Q or Form 10-QSB.

    (a) If all or any required portion of an annual or transition report 
on Form 10-K, 10-KSB, 20-F or 11-K or a quarterly or transition report 
on Form 10-Q or 10-QSB required to be filed pursuant to sections 13 or 
15(d) of the Act and rules thereunder or if all or any portion of a 
semi-annual, annual or transition report on Form N-SAR required to be 
filed pursuant to section 30 of the Investment Company Act of 1940 and 
the rules thereunder is not filed within the time period prescribed for 
such report, the registrant, no later than one business day after the 
due date for such report, shall file a Form 12b-25 (17 CFR 249.322) with 
the Commission which shall contain disclosure of its inability to file 
the report timely and the reasons therefor in reasonable detail.
    (b) With respect to any report or portion of any report described in 
paragraph (a) of this section which is not timely filed because the 
registrant is unable to do so without unreasonable effort or expense, 
such report shall be deemed to be filed on the prescribed due date for 
such report if:
    (1) The registrant files the Form 12b-25 in compliance with 
paragraph (a) of this section and, when applicable, furnishes the 
exhibit required by paragraph (c) of this section;
    (2) The registrant represents in the Form 12b-25 that:
    (i) The reason(s) causing the inability to file timely could not be 
eliminated by the registrant without unreasonable effort or expense; and
    (ii) Either the subject annual report, semi-annual report or 
transition report on Form 10-K, 10-KSB, 20-F, 11-K or N-SAR, or portion 
thereof, will be filed no later than the fifteenth calendar day 
following the prescribed due date or the subject quarterly report or 
transition report on Form 10-Q or 10-QSB, or portion thereof, will be 
filed no later than the fifth calendar day following the prescribed due 
date; and
    (3) The report/portion thereof is actually filed within the period 
specified by paragraph (b)(2)(ii) of this section.
    (c) If paragraph (b) of this section is applicable and the reason 
the subject report/portion thereof cannot be filed timely without 
unreasonable effort or expense relates to the inability of any person, 
other than the registrant, to furnish any required opinion, report or

[[Page 95]]

certification, the Form 12b-25 shall have attached as an exhibit a 
statement signed by such person stating the specific reasons why such 
person is unable to furnish the required opinion, report or 
certification on or before the date such report must be filed.
    (d) Notwithstanding paragraph (b) of this section, a registrant will 
not be eligible to use any registration statement form under the 
Securities Act of 1933 the use of which is predicated on timely filed 
reports until the subject report is actually filed pursuant to paragraph 
(b)(3) of this section.
    (e) If a Form 12b-25 filed pursuant to paragraph (a) of this sectin 
relates only to a portion of a subject report, the registrant shall:
    (1) File the balance of such report and indicate on the cover page 
thereof which disclosure items are omitted; and
    (2) Include, on the upper right corner of the amendment to the 
report which includes the previously omitted information, the following 
statement:

    The following items were the subject of a Form 12b-25 and are 
included herein: (List Item Numbers)

    (f) The provisions of this section shall not apply to financial 
statements to be filed by amendment to a form 10-K as provided for by 
paragraph (a) of Sec. 210.3-09 or schedules to be filed by amendment in 
accordance with General Instruction A to form 10-K.
    (g) Electronic filings. The provisions of this section shall not 
apply to reports required to be filed in electronic format if the sole 
reason the report is not filed within the time period prescribed is that 
the filer is unable to file the report in electronic format. Filers 
unable to submit a report in electronic format within the time period 
prescribed solely due to difficulties with electronic filing should 
comply with either Rule 201 or 202 of Regulation S-T (Sec. 232.201 and 
Sec. 232.202 of this chapter), or apply for an adjustment of filing date 
pursuant to Rule 13(b) of Regulation S-T (Sec. 232.13(c) of this 
chapter).

[45 FR 23652, Apr. 8, 1980, as amended at 50 FR 1449, Jan. 11, 1985; 50 
FR 2957, Jan. 23, 1985; 54 FR 10316, Mar. 13, 1989; 58 FR 14683, Mar. 
18, 1993; 58 FR 21349, Apr. 21, 1993; 59 FR 67764, Dec. 30, 1994]

                                Exhibits



Sec. 240.12b-30  Additional exhibits.

    The registrant may file such exhibits as it may desire, in addition 
to those required by the appropriate form. Such exhibits shall be so 
marked as to indicate clearly the subject matters to which they refer.



Sec. 240.12b-31  Omission of substantially identical documents.

    In any case where two or more indentures, contracts, franchises, or 
other documents required to be filed as exhibits are substantially 
identical in all material respects except as to the parties thereto, the 
dates of execution, or other details, the registrant need file a copy of 
only one of such documents, with a schedule identifying the other 
documents omitted and setting forth the material details in which such 
documents differ from the document of which a copy is filed. The 
Commission may at any time in its discretion require the filing of 
copies of any documents so omitted.



Sec. 240.12b-32  Incorporation of exhibits by reference.

    (a) Any document or part thereof filed with the Commission pursuant 
to any act administered by the Commission may, subject to Sec. 228.10(f) 
and Sec. 229.10(d) of this chapter be incorporated by reference as an 
exhibit to any statement or report filed with the Commission by the same 
or any other person. Any document or part thereof filed with an exchange 
pursuant to the act may be incorporated by reference as an exhibit to 
any statement or report filed with the exchange by the same or any other 
person.
    (b) If any modification has occurred in the text of any document 
incorporated by reference since the filing thereof, the registrant shall 
file with the reference a statement containing the text of any such 
modification and the date thereof.

(Secs. 4, 16, 19, 24, 48 Stat. 77, 896, 85, as amended, 901; 15 U.S.C. 
77d, 78p, 77s, 78x)

[13 FR 9321, Dec. 31, 1948, as amended at 30 FR 2023, Feb. 13, 1965; 60 
FR 32825, June 23, 1995]

[[Page 96]]



Sec. 240.12b-33  Annual reports to other Federal agencies.

    Notwithstanding any rule or other requirement to the contrary, 
whenever copies of an annual report by a registrant to any other Federal 
agency are required or permitted to be filed as an exhibit to an 
application or report filed by such registrant with the Commission or 
with a securities exchange, only one copy of such annual report need be 
filed with the Commission and one copy thereof with each such exchange, 
provided appropriate reference to such copy is made in each copy of the 
application or report filed with the Commission or with such exchange.

[18 FR 1441, Mar. 13, 1953]

                           Special Provisions



Sec. 240.12b-35  [Reserved]



Sec. 240.12b-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 a statement or 
report, the accountant's certificate shall be manually signed or 
manually signed copies of the certificate shall be filed with the 
financial statements. Where such financial statements are incorporated 
by reference in a statement or report, the written consent of the 
accountant to such incorporation by reference shall be filed with the 
statement or report. Such consent shall be dated and signed manually.

(Secs. 4, 16, 19, 24, 48 Stat. 77, 896, 85, as amended, 901; 15 U.S.C. 
77d, 78p, 77s, 78x)

[30 FR 2023, Feb. 13, 1965]

      Certification by Exchanges and Effectiveness of Registration

    Source: Sections 240.12d1-1 to 240.12d-6 appear at 19 FR 670, Feb. 
5, 1954, unless otherwise noted.



Sec. 240.12d1-1  Registration effective as to class or series.

    (a) An application filed pursuant to section 12 (b) and (c) of the 
act for registration of a security on a national securities exchange 
shall be deemed 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 section 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 section 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 section.

(Sec. 12, 48 Stat. 892, as amended; 15 U.S.C. 78l)



Sec. 240.12d1-2  Effectiveness of registration.

    (a) A request for acceleration of the effective date of registration 
pursuant to section 12(d) of the act and Sec. 240.12d1-1 shall be made 
in writing by either the registrant, the exchange, or both and shall 
briefly describe the reasons therefor.
    (b) A registration statement on Form 8-A (17 CFR 249.208a) for the 
registration of a class of securities under Section 12(b) of the Act (15 
U.S.C. 78l(b)) shall become effective:
    (1) If a class of securities is not concurrently being registered 
under the Securities Act of 1933 (``Securities Act''), upon the later of 
receipt by the Commission of certification from the national securities 
exchange or the filing of the Form 8-A with the Commission; or
    (2) If a class of securities is concurrently being registered under 
the Securities Act, upon the later of the filing of the Form 8-A with 
the Commission,

[[Page 97]]

receipt by the Commission of certification from the national securities 
exchange listed on the Form 8-A or effectiveness of the Securities Act 
registration statement relating to the class of securities.
    (c) A registration statement on Form 8-A (17 CFR 249.208a) for the 
registration of a class of securities under Section 12(g) of the Act (15 
U.S.C. 78l(g)) shall become effective:
    (1) If a class of securities is not concurrently being registered 
under the Securities Act, upon the filing of the Form 8-A with the 
Commission; or
    (2) If class of securities is concurrently being registered under 
the Securities Act, upon the later of the filing of the Form 8-A with 
the Commission or the effectiveness of the Securities Act registration 
statement relating to the class of securities.

(Sec. 12, 48 Stat. 892, as amended; 15 U.S.C. 78l)

[19 FR 670, Feb. 5, 1954, as amended at 59 FR 55347, Nov. 7, 1994; 62 FR 
39766, July 24, 1997]



Sec. 240.12d1-3  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 
Sec. 240.12d1-1 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 amendments thereto; and (4) any conditions 
imposed on such certification. The exchange shall promptly notify the 
Commission of the partial or complete satisfaction of any such 
conditions.
    (c) The certification may be made by telegram but in such case shall 
be confirmed in writing. All certifications in writing and all 
amendments thereto shall be filed with the Commission in duplicate and 
at least one copy shall be manually signed by the appropriate exchange 
authority.

(Sec. 12, 48 Stat. 892, as amended; 15 U.S.C. 78l)



Sec. 240.12d1-4  Date of receipt of certification by Commission.

    The date of receipt by the Commission of the certification approving 
a security for listing and registration shall be the date on which the 
certification is actually received by the Commission or the date on 
which the application for registration to which the certification 
relates is actually received by the Commission, whichever date is later.

(Sec. 12, 48 Stat. 892, as amended; 15 U.S.C. 78l)



Sec. 240.12d1-5  Operation of certification on subsequent amendments.

    If an amendment to the application for registration of a security is 
filed with the exchange and with the Commission after the receipt by the 
Commission of the certification of the exchange approving the security 
for listing and registration, the certification, unless withdrawn, shall 
be deemed made with reference to the application as amended.

(Sec. 12, 48 Stat. 892, as amended; 15 U.S.C. 78l)



Sec. 240.12d1-6  Withdrawal of certification.

    An exchange may, by notice to the Commission, withdraw its 
certification prior to the time that the registration to which it 
relates first becomes effective pursuant to Sec. 240.12d1-1.

(Sec. 12, 48 Stat. 892, as amended; 15 U.S.C. 78l)

    Suspension of Trading, Withdrawal, and Striking From Listing and 
                              Registration



Sec. 240.12d2-1  Suspension of trading.

    (a) A national securities exchange may suspend from trading a 
security listed and registered thereon in accordance with its rules. 
Such exchange shall promptly notify the Commission of any such 
suspension, the effective date thereof, and the reasons therefor.
    (b) Any such suspension may be continued until such time as it shall 
appear to the Commission that such suspension is designed to evade the 
provisions of section 12(d) and the rules and regulations thereunder 
relating to the

[[Page 98]]

withdrawal and striking of a security from listing and registration. 
During the continuance of such suspension the exchange shall notify the 
Commission promptly of any change in the reasons for the suspension. 
Upon the restoration to trading of any security suspended under this 
rule, the exchange shall notify the Commission promptly of the effective 
date thereof.
    (c) Suspension of trading shall not terminate the registration of 
any security.

(Sec. 12, 48 Stat. 892, as amended; 15 U.S.C. 78l)

[28 FR 1506, Feb. 16, 1963]



Sec. 240.12d2-2  Removal from listing and registration.

    (a) A national securities exchange shall file with the Commission an 
application on Form 25 to strike a security from listing and 
registration thereon within a reasonable time after the exchange is 
reliably informed that any of the following conditions exist with 
respect to such a security:
    (1) The entire class of the security has been called for redemption, 
maturity or retirement; appropriate notice thereof has been given; funds 
sufficient for the payment of all such securities have been deposited 
with an agency authorized to make such payments; and such funds have 
been made available to security holders.
    (2) The entire class of the security has been redeemed or paid at 
maturity or retirement.
    (3) The instruments representing the securities comprising the 
entire class have come to evidence, by operation of law or otherwise, 
other securities in substitution therefor and represent no other right, 
except, if such be the fact, the right to receive an immediate cash 
payment (the right of dissenters to receive the appraised or fair value 
of their holdings shall not prevent the application of this provision).
    (4) All rights pertaining to the entire class of the security have 
been extinguished: Provided, however, That where such an event occurs as 
the result of an order of a court or other governmental authority, the 
order shall be final, all applicable appeal periods shall have expired, 
and no appeals shall be pending.

    Effective Date: Such an application shall be deemed to be granted 
and shall become effective at the opening of business on such date as 
the exchange shall specify in said application, but not less than 10 
days following the date on which said application is filed with the 
Commission; Provided, however, That in the event removal is being 
effected under paragraph (a)(3) of this section and the exchange has 
admitted or intends to admit a successor security to trading under the 
temporary exemption provided for by Sec. 240.12a-5, such date shall not 
be earlier than the date on which the successor security is removed from 
its exempt status.

    (b)(1) A national securities exchange may strike a security from 
listing and registration thereon if (i) trading in such security has 
been terminated pursuant to a rule of such exchange requiring such 
termination whenever the security is admitted to trading on another 
exchange; and (ii) listing and registration of such security has become 
effective on such other exchange.
    (2) A national securities exchange which has striken a security from 
listing and registration under the provisions of this paragraph shall 
send written notice of such action to the Commission within 3 days from 
the date thereof.
    (c) In cases not provided for in paragraph (a) or (b) of this 
section, a national securities exchange may file an application to 
strike a security from listing and registration, in accordance with its 
rules, on a date specified in the application, which date shall be not 
less than 10 days after it is filed with the Commission. The Commission 
will enter an order granting such application on the date specified in 
the application unless the Commission, by written notice to the 
exchange, postpones the effective date for a period of not more than 60 
days thereafter: Provided, however, That the Commission, by written 
notice to the exchange on or before the effective date, may order a 
hearing to determine whether the application to strike the security from 
listing and registration has been made in accordance with the rules of 
the exchange, or what terms should be imposed by the Commission for the 
protection of investors.

[[Page 99]]

    (d) The issuer of a security listed and registered on a national 
securities exchange may file an application to withdraw such security 
from listing and registration on such exchange in accordance with the 
rules of such exchange. Notice of the filing of such an application 
shall be published by the Commission in the Federal Register, and such 
notice shall provide that any interested person may, on or before a date 
specified, submit to the Commission in writing, all facts bearing upon 
whether the application to withdraw the security from listing and 
registration has been made in accordance with the rules of the exchange 
and what terms should be imposed by the Commission for the protection of 
investors. An order disposing of the matter will be issued by the 
Commission on the basis of the application and any other information 
furnished to the Commission unless prior thereto the Commission orders a 
hearing on the matter.
    (e) An application by an issuer or by a national securities exchange 
to withdraw or strike a security from listing and registration pursuant 
to the provisions of paragraph (c) or (d) of this section shall comply 
with the following requirements:
    (1) The application shall be filed in triplicate, the original of 
which shall be dated and signed by an authorized official of the 
exchange, or of the issuer, as the case may be.
    (2) If the applicant is the exchange it shall promptly deliver a 
copy of the application to the issuer and if the applicant is the issuer 
it shall promptly deliver a copy of the application to the exchange.
    (3) The application shall set forth a description of the security 
involved together with a statement of all material facts relating to the 
reasons for filing such application for withdrawal or striking from 
listing and registration.
    (4) The application shall set forth the steps taken by the applicant 
to comply with the rules of the exchange governing the delisting of 
securities.
    (f) 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.

(Sec. 12, 48 Stat. 892, as amended; 15 U.S.C. 78l)

[28 FR 1506, Feb. 16, 1963]

                            Unlisted Trading



Sec. 240.12f-1  Applications for permission to reinstate unlisted trading privileges.

    (a) An application to reinstate unlisted trading privileges may be 
made to the Commission by any national securities exchange for the 
extension of unlisted trading privileges to any security for which such 
unlisted trading privileges have been suspended by the Commission, 
pursuant to section 12(f)(2)(A) of the Act (15 U.S.C. 78l(2)(A)). One 
copy of such application, executed by a duly authorized officer of the 
exchange, shall be filed and shall set forth:
    (1) Name of issuer;
    (2) Title of security;
    (3) The name of each national securities exchange, if any, on which 
such security is listed or admitted to unlisted trading privileges; and
    (4) Whether transaction information concerning such security is 
reported in the consolidated transaction reporting system contemplated 
by Rule 11Aa3-1 under the Act (Sec. 240.11Aa3-1);
    (5) The date of the Commission's suspension of unlisted trading 
privileges in the security on the exchange;
    (6) Any other information which is deemed pertinent to the question 
of whether the reinstatement of unlisted trading privileges in such 
security is

[[Page 100]]

consistent with the maintenance of fair and orderly markets and the 
protection of investors; and
    (7) That a copy of the instant application has been mailed, or 
otherwise personally provided, to the issuer of the securities for which 
unlisted trading privileges are sought and to each exchange listed in 
item (3) of this section.

(Secs. 12 and 23, Pub. L. 78-291, 48 Stat 894 and 901, as amended by 
secs. 8 and 18, Pub. L. 94-29, 89 Stat. 117 and 155 (15 U.S.C. 78l and 
78w))

[44 FR 75134, Dec. 19, 1979, as amended at 45 FR 12390, Feb. 26, 1980; 
45 FR 36076, May 29, 1980; 60 FR 20896, Apr. 28, 1995]



Sec. 240.12f-2  Extending unlisted trading privileges to a security that is the subject of an initial public offering.

    (a) General Provision. A national securities exchange may extend 
unlisted trading privileges to a subject security on or after such 
national securities exchange opens for trading on the day that follows 
the day on which the initial public offering of such subject security 
commences.
    (b) The extension of unlisted trading privileges pursuant to this 
section shall be subject to all the provisions set forth in Section 
12(f) of the Act (15 U.S.C. 78l(f)), as amended, and any rule or 
regulation promulgated thereunder, or which may be promulgated 
thereunder while the extension is in effect.
    (c) Definitions. For the purposes of this section:
    (1) The term subject security shall mean a security that is the 
subject of an initial public offering, as that term is defined in 
section 12(f)(1)(G)(i) of the Act (15 U.S.C. 78l(f)(1)(G)(i)), and
    (2) An initial public offering commences at such time as is 
described in section 12(f)(1)(G)(ii) of the Act (15 U.S.C. 
78l(f)(1)(G)(ii)).

[60 FR 20896, Apr. 28, 1995]



Sec. 240.12f-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) Names 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 source thereof, with respect to (i) the extent of 
public trading in such security on such exchange, and (ii) the character 
of trading in such security on such exchange; and
    (9) A brief statement that a copy of the instant application has 
been mailed, or otherwise personally provided, to the exchange from 
which the suspension or termination of unlisted trading privileges is 
sought, and to any other exchange on which such security is listed or 
traded pursuant to unlisted trading privileges.
    (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.

(Secs. 12(f) and 23, 15 U.S.C. 78l and 78w)

[20 FR 6702, Sept. 13, 1955, as amended at 44 FR 75135, Dec. 19, 1979; 
45 FR 36076, May 29, 1980; 60 FR 20896, Apr. 28, 1995]

[[Page 101]]



Sec. 240.12f-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) of the Act shall be exempt from section 13 of the Act 
unless (1) such security or another security of the same issuer is 
listed and registered on a national securities exchange or registered 
pursuant to section 12(g) of the Act, or (2) such issuer would be 
required to file information, documents and reports pursuant to section 
15(d) of the Act but for the fact that securities of the issuer are 
deemed to be ``registered on a national securities exchange'' within the 
meaning of section 12(f)(6) of the Act.
    (b) Any security for which unlisted trading privileges on any 
national securities exchange have been continued or extended pursuant to 
section 12(f) of the Act shall be exempt from section 14 of the Act 
unless such security is also listed and registered on a national 
securities exchange or registered pursuant to section 12(g) of the Act.
    (c)(1) Any equity security for which unlisted trading privileges on 
any national securities exchange have been continued or extended 
pursuant to section 12(f) of the Act shall be exempt from section 16 of 
the act unless such security or another equity security of the same 
issuer is listed and registered on a national securities exchange or 
registered pursuant to section 12(g) of the Act.
    (2) Any equity security for which unlisted trading privileges on any 
national securities exchange have been continued or extended pursuant to 
section 12(f) of the Act and which is not listed and registered on any 
other such exchange or registered pursuant to section 12(g) of the Act 
shall be exempt from section 16 of the Act insofar as that section would 
otherwise apply to any person who is directly or indirectly the 
beneficial owner of more than 10 percent of such security, unless 
another equity security of the issuer of such unlisted security is so 
listed or registered and such beneficial owner is a director or officer 
of such issuer or directly or indirectly the beneficial owner of more 
than 10 percent of any such listed security.
    (d) Any reference in this section to a security registered pursuant 
to section 12(g) of the Act shall include, and any reference to a 
security not so registered shall exclude, any security as to which a 
registration statement pursuant to such section is at the time required 
to be effective.

(Sec. 3, 78 Stat. 565, 15 U.S.C. 78l)

[30 FR 482, Jan. 14, 1965]



Sec. 240.12f-5  Exchange rules for securities to which unlisted trading privileges are extended.

    A national securities exchange shall not extend unlisted trading 
privileges to any security unless the national securities exchange has 
in effect a rule or rules providing for transactions in the class or 
type of security to which the exchange extends unlisted trading 
privileges.

[60 FR 20896, Apr. 28, 1995]



Sec. 240.12f-6  [Reserved]

            Extensions and Temporary Exemptions; Definitions



Sec. 240.12g-1  Exemption from section 12(g).

    An issuer shall be exempt from the requirement to register any class 
of equity securities pursuant to section 12(g)(1) if on the last day of 
its most recent fiscal year the issuer had total assets not exceeding 
$10 million and, with respect to a foreign private issuer, such 
securities were not quoted in an automated inter-dealer quotation 
system.

(Secs. 6, 7, 8, 10, 19(a), 48 Stat. 78, 79, 81, 85; secs. 205, 209, 48 
Stat. 906, 908; sec. 301, 54 Stat. 857; sec. 8, 68 Stat. 685; sec. 1, 79 
Stat. 1051; sec. 308(a)(2), 90 Stat. 57; secs. 12, 13, 15(d), 23(a), 48 
Stat. 892, 894, 895, 901; secs. 1, 3, 8, 49 Stat. 1375, 1377, 1379; sec. 
203(a), 49 Stat. 704; sec. 202, 68 Stat. 686; secs. 3, 4, 6, 78 Stat. 
565-574; secs. 1, 2, 82 Stat. 454; sec. 28(c), 84 Stat. 1435; secs. 1, 
2, 84 Stat. 1497; sec. 105(b), 88 Stat. 1503; secs. 8, 9, 10, 18, 89 
Stat. 117, 118, 119, 155; sec. 308(b), 90 Stat. 57; secs. 202, 203, 204, 
91 Stat. 1494, 1498, 1500; 15 U.S.C. 77f, 77g, 77h, 77j, 77s(a), 78l, 
78m, 78o(d), 78w(a))

[48 FR 46739, Oct. 14, 1983, as amended at 51 FR 25362, July 14, 1986; 
61 FR 21356, May 9, 1996]

[[Page 102]]



Sec. 240.12g-2  Securities deemed to be registered pursuant to section 12(g)(1) upon termination of exemption pursuant to section 12(g)(2) (A) or (B).

    Any class of securities which would have been required to be 
registered pursuant to section 12(g)(1) of the Act except for the fact 
that it was exempt from such registration by section 12(g)(2)(A) because 
it was listed and registered on a national securities exchange, or by 
section 12(g)(2)(B) because it was issued by an investment company 
registered pursuant to section 8 of the Investment Company Act of 1940, 
shall upon the termination of the listing and registration of such class 
or the termination of the registration of such company and without the 
filing of an additional registration statement be deemed to be 
registered pursuant to said section 12(g)(1) if at the time of such 
termination (a) the issuer of such class of securities has elected to be 
regulated as a business development company pursuant to sections 55 
through 65 of the Investment Company Act of 1940 and such election has 
not been withdrawn, or (b) securities of the class are not exempt from 
such registration pursuant to section 12 or rules thereunder delete 
``or'' and all securities of such class are held of record by 300 or 
more persons.

[47 FR 17052, Apr. 21, 1982]



Sec. 240.12g-3  Registration of securities of successor issuers under section 12(b) or 12(g).

    (a) Where in connection with a succession by merger, consolidation, 
exchange of securities, acquisition of assets or otherwise, securities 
of an issuer that are not already registered pursuant to section 12 of 
the Act (15 U.S.C. 78l) are issued to the holders of any class of 
securities of another issuer that is registered pursuant to either 
section 12 (b) or (g) of the Act (15 U.S.C. 78l (b) or (g)), the class 
of securities so issued shall be deemed to be registered under the same 
paragraph of section 12 of the Act unless upon consummation of the 
succession:
    (1) Such class is exempt from such registration other than by 
Sec. 240.12g3-2;
    (2) All securities of such class are held of record by less than 300 
persons; or
    (3) The securities issued in connection with the succession were 
registered on Form F-8 or Form F-80 (Sec. 239.38 or Sec. 239.41 of this 
chapter) and following succession the successor would not be required to 
register such class of securities under section 12 of the Act (15 U.S.C. 
78l) but for this section.
    (b) Where in connection with a succession by merger, consolidation, 
exchange of securities, acquisition of assets or otherwise, securities 
of an issuer that are not already registered pursuant to section 12 of 
the Act (15 U.S.C. 78l) are issued to the holders of any class of 
securities of another issuer that is required to file a registration 
statement pursuant to either section 12(b) or (g) of the Act (15 U.S.C. 
78l(b) or (g)) but has not yet done so, the duty to file such statement 
shall be deemed to have been assumed by the issuer of the class of 
securities so issued. The successor issuer shall file a registration 
statement pursuant to the same paragraph of section 12 of the Act with 
respect to such class within the period of time the predecessor issuer 
would have been required to file such a statement unless upon 
consummation of the succession:
    (1) Such class is exempt from such registration other than by 
Sec. 240.12g3-2;
    (2) All securities of such class are held of record by less than 300 
persons; or
    (3) The securities issued in connection with the succession were 
registered on Form F-8 or Form F-80 (Sec. 239.38 or Sec. 239.41 of this 
chapter) and following the succession the successor would not be 
required to register such class of securities under section 12 of the 
Act (15 U.S.C. 78l) but for this section.
    (c) Where in connection with a succession by merger, consolidation, 
exchange of securities, acquisition of assets or otherwise, securities 
of an issuer that are not already registered pursuant to section 12 of 
the Act (15 U.S.C. 78l) are issued to the holders of classes of 
securities of two or more other issuers that are each registered 
pursuant to section 12 of the Act, the

[[Page 103]]

class of securities so issued shall be deemed to be registered under 
section 12 of the Act unless upon consummation of the succession:
    (1) Such class is exempt from such registration other than by 
Sec. 240.12g3-2;
    (2) All securities of such class are held of record by less than 300 
persons; or
    (3) The securities issued in connection with the succession were 
registered on Form F-8 or Form F-80 (Sec. 239.38 or Sec. 239.41 of this 
chapter) and following succession the successor would not be required to 
register such class of securities under section 12 of the Act (15 U.S.C. 
78l) but for this section.
    (d) If the classes of securities issued by two or more predecessor 
issuers (as described in paragraph (c) of this section) are registered 
under the same paragraph of section 12 of the Act (15 U.S.C. 78l), the 
class of securities issued by the successor issuer shall be deemed 
registered under the same paragraph of section 12 of the Act. If the 
classes of securities issued by the predecessor issuers are not 
registered under the same paragraph of section 12 of the Act, the class 
of securities issued by the successor issuer shall be deemed registered 
under section 12(g) of the Act (15 U.S.C. 78l(g)).
    (e) An issuer that is deemed to have a class of securities 
registered pursuant to section 12 of the Act (15 U.S.C. 78l) according 
to paragraph (a), (b), (c) or (d) of this section shall file reports on 
the same forms and such class of securities shall be subject to the 
provisions of sections 14 and 16 of the Act (15 U.S.C. 78n and 78p) to 
the same extent as the predecessor issuers, except as follows:
    (1) An issuer that is not a foreign issuer shall not be eligible to 
file on Form 20-F (Sec. 249.220f of this chapter) or to use the 
exemption in Sec. 240.3a12-3.
    (2) A foreign private issuer shall be eligible to file on Form 20-F 
(Sec. 249.220f of this chapter) and to use the exemption in 
Sec. 240.3a12-3.
    (f) An issuer that is deemed to have a class of securities 
registered pursuant to section 12 of the Act (15 U.S.C. 78l) according 
to paragraphs (a), (b), (c) or (d) of this section shall indicate in the 
Form 8-K (Sec. 249.308 of this chapter) report filed with the Commission 
in connection with the succession, pursuant to the requirements of Form 
8-K, the paragraph of section 12 of the Act under which the class of 
securities issued by the successor issuer is deemed registered by 
operation of paragraphs (a), (b), (c) or (d) of this section. If a 
successor issuer that is deemed registered under section 12(g) of the 
Act (15 U.S.C. 78l(g)) by paragraph (d) of this section intends to list 
a class of securities on a national securities exchange, it must file a 
registration statement pursuant to section 12(b) of the Act (15 U.S.C. 
78l(b)) with respect to that class of securities.
    (g) An issuer that is deemed to have a class of securities 
registered pursuant to section 12 of the Act (15 U.S.C. 78l) according 
to paragraph (a), (b), (c) or (d) of this section shall file an annual 
report for each fiscal year beginning on or after the date as of which 
the succession occurred. Annual reports shall be filed within the period 
specified in the appropriate form. Each such issuer shall file an annual 
report for each of its predecessors that had securities registered 
pursuant to section 12 of the Act (15 U.S.C. 78l) covering the last full 
fiscal year of the predecessor before the registrant's succession, 
unless such report has been filed by the predecessor. Such annual report 
shall contain information that would be required if filed by the 
predecessor.

[62 FR 39767, July 24, 1997]



Sec. 240.12g3-2  Exemptions for American depositary receipts and certain foreign securities.

    (a) Securities of any class issued by any foreign private issuer 
shall be exempt from section 12(g) of the Act if the class has fewer 
than 300 holders resident in the United States. This exemption shall 
continue until the next fiscal year end at which the issuer has a class 
of equity securities held by 300 or more persons resident in the United 
States. For the purpose of determining whether a security is exempt 
pursuant to this paragraph, securities held of record by persons 
resident in the United States shall be determined as provided in Rule 
12g5-1 (Sec. 240.12g5-1 of this chapter) except that securities held of 
record by a broker, dealer, bank

[[Page 104]]

or nominee for any of them for the accounts of customers resident in the 
United States shall be counted as held in the United States by the 
number of separate accounts for which the securities are held. The 
issuer may rely in good faith on information as to the number of such 
separate accounts supplied by all owners of the class of its securities 
which are brokers, dealers, or banks or a nominee for any of them.
    (b)(1) Securities of any foreign private issuer shall be exempt from 
section 12(g) of the Act if the issuer, or a government official or 
agency of the country of the issuer's domicile or in which it is 
incorporated or organized:
    (i) Shall furnish to the Commission whatever information in each of 
the following categories the issuer since the beginning of its last 
fiscal year (A) has made or is required to make public pursuant to the 
law of the country of its domicile or in which it is incorporated or 
organized, (B) has filed or is required to file with a stock exchange on 
which its securities are traded and which was made public by such 
exchange, or (C) has distributed or is required to distribute to its 
security holders;
    (ii) Shall furnish to the Commission a list identifying the 
information referred to in paragraph (b)(1)(i) of this section and 
stating when and by whom it is required to be made public, filed with 
any such exchange, or distributed to security holders;
    (iii) Shall furnish to the Commission, during each subsequent fiscal 
year, whatever information is made public as described in paragraphs 
(b)(1)(i) (A), (B) or (C) of this section promptly after such 
information is made or required to be made public as described therein;
    (iv) Shall, promptly after the end of any fiscal year in which any 
changes occur in the kind of information required to be published as 
referred to in the list furnished under paragraph (b)(1)(ii) of this 
section or any subsequent list, furnish to the Commission a revised list 
reflecting such changes; and
    (v) Shall furnish to the Commission in connection with the initial 
submission the following information to the extent known or which can be 
obtained without unreasonable effort or expense: the number of holders 
of each class of equity securities resident in the United States, the 
amount and percentage of each class of outstanding equity securities 
held by residents in the United States, the circumstances in which such 
securities were acquired, and the date and circumstances of the most 
recent public distribution of securities by the issuer or an affiliate 
thereof.
    (2) The information required to be furnished under paragraphs 
(b)(1)(i) and (ii) of this section shall be furnished on or before the 
date on which a registration statement under section 12(g) of the Act 
would otherwise be required to be filed. Any issuer furnishing 
information under paragraph (b)(1)(i) of this section shall notify the 
Commission that it is furnished under that paragraph.
    (3) The information required to be furnished under this paragraph 
(b) is information material to an investment decision such as: the 
financial condition or results of operations; changes in business; 
acquisitions or dispositions of assets; issuance, redemption or 
acquisitions of their securities; changes in management or control; the 
granting of options or the payment of other remuneration to directors or 
officers; and transactions with directors, officers or principal 
security holders.
    (4) Only one complete copy of any information or document need be 
furnished under paragraph (b)(1) of this section. Such information and 
documents need not be under cover of any prescribed form and shall not 
be deemed to be ``filed'' with the Commission or otherwise subject to 
the liabilities of section 18 of the Act. Press releases and all other 
communications or materials distributed directly to securityholders of 
each class of securities to which the exemption relates shall be in 
English. English versions or adequate summaries in English may be 
furnished in lieu of original English translations. No other documents 
need be furnished unless the issuer has prepared or caused to be 
prepared, English translations, versions, or summaries of them. If no 
English translations, versions, or summaries have been prepared, a brief 
description in English of any such documents shall be furnished.

[[Page 105]]

Information or documents in a language other than English are not 
required to be furnished. If practicable, the Commission file number 
shall appear on the information furnished or in an accompanying letter. 
Any information or document previously sent to the Commission under 
cover of Form 40-F or Form 6-K need not be furnished under paragraph 
(b)(1) of this section.
    (5) The furnishing of any information or document under paragraph 
(b) of this rule shall not constitute an admission for any purpose that 
the issuer is subject to the Act.
    (c) Depositary Shares registered on Form F-6 (Sec. 239.36 of this 
chapter), but not the underlying deposited securities, are exempt from 
section 12(g) of the Act under this paragraph (c).
    (d) The exemption provided by paragraph (b) of this rule shall not 
be available for the following securities:
    (1) Securities of a foreign private issuer that has or has had 
during the prior eighteen months any securities registered under section 
12 of the Act or a reporting obligation (suspended or active) under 
section 15(d) of the Act (other than arising solely by virtue of the use 
of Form F-7, F-8, F-9, F-10 or F-80) ;
    (2) Securities of a foreign private issuer issued in a transaction 
(other than a transaction registered on Form F-8, F-9, F-10 or F-80) to 
acquire by merger, consolidation, exchange of securities or acquisition 
of assets, another issuer that had securities registered under section 
12 of the Act or a reporting obligation (suspended or active) under 
section 15(d) of the Act; and
    (3) Securities quoted in an ``automated inter-dealer quotation 
system'' or securities represented by American Depositary Receipts so 
quoted unless all the following conditions are met:
    (i) Such securities were so quoted on October 5, 1983 and have been 
continuously traded since;
    (ii) The issuer is in compliance with the exemption in paragraph (b) 
of this section on October 5, 1983 and has continuously maintained the 
exemption since; and
    (iii) After January 2, 1986, the issuer is organized under the laws 
of any country except Canada or a political subdivision thereof.

[48 FR 46739, Oct. 14, 1983, as amended at 49 FR 12689, Mar. 30, 1984; 
56 FR 30068, July 1, 1991]



Sec. 240.12g-4  Certifications of termination of registration under section 12(g).

    (a) Termination of registration of a class of securities shall take 
effect 90 days, or such shorter period as the Commission may determine, 
after the issuer certifies to the Commission on Form 15 that:
    (1) Such class of securities is held of record by:
    (i) Less than 300 persons; or
    (ii) By less than 500 persons, where the total assets of the issuer 
have not exceeded $10 million on the last day of each of the issuer's 
most recent three fiscal years; or
    (2) Such class of securities of a foreign private issuer, as defined 
in Rule 3b-4 (Sec. 240.3b-4), is held of record by:
    (i) Less than 300 persons resident in the United States or
    (ii) Less than 500 persons resident in the United States where the 
total assets of the issuer have not exceeded $10 million on the last day 
of each of the issuer's most recent three fiscal years.

For purposes of this paragraph, the number of persons resident in the 
United States shall be determined in accordance with the provisions of 
Rule 12g3-2(a) (Sec. 240.12g3-2(a)).
    (b) The issuer's duty to file any reports required under section 
13(a) shall be suspended immediately upon filing a certification on Form 
15; Provided, however, That if the certification on Form 15 is 
subsequently withdrawn or denied, the issuer shall, within 60 days after 
the date of such withdrawal or denial, file with the Commission all 
reports which would have been required had the certification on Form 15 
not been filed. If the suspension resulted from the issuer's merger 
into, or consolidation with, another issuer or issuers, the

[[Page 106]]

certification shall be filed by the successor issuer.

(Secs. 12(g)(4), 12(h), 13(a), 15(d), 23(a), 48 Stat. 892, 894, 895, 
901; sec. 203(a), 49 Stat. 704; secs. 3, 8, 49 Stat. 1377, 1379; secs. 
3, 4, 6, 78 Stat. 565-568, 569, 570-574; sec. 18, 89 Stat. 155; sec. 
204, 91 Stat. 1500; 15 U.S.C. 78l(g)(4), 78l(h), 78m(a), 78o(d), 78w(a))

[49 FR 12689, Mar. 30, 1984, as amended at 51 FR 25362, July 14, 1986; 
61 FR 21356, May 9, 1996]



Sec. 240.12g5-1  Definition of securities ``held of record''.

    (a) For the purpose of determining whether an issuer is subject to 
the provisions of sections 12(g) and 15(d) of the Act, securities shall 
be deemed to be ``held of record'' by each person who is identified as 
the owner of such securities on records of security holders maintained 
by or on behalf of the issuer, subject to the following:
    (1) In any case where the records of security holders have not been 
maintained in accordance with accepted practice, any additional person 
who would be identified as such an owner on such records if they had 
been maintained in accordance with accepted practice shall be included 
as a holder of record.
    (2) Securities identified as held of record by a corporation, a 
partnership, a trust whether or not the trustees are named, or other 
organization shall be included as so held by one person.
    (3) Securities identified as held of record by one or more persons 
as trustees, executors, guardians, custodians or in other fiduciary 
capacities with respect to a single trust, estate or account shall be 
included as held of record by one person.
    (4) Securities held by two or more persons as coowners shall be 
included as held by one person.
    (5) Each outstanding unregistered or bearer certificate shall be 
included as held of record by a separate person, except to the extent 
that the issuer can establish that, if such securities were registered, 
they would be held of record, under the provisions of this rule, by a 
lesser number of persons.
    (6) Securities registered in substantially similar names where the 
issuer has reason to believe because of the address or other indications 
that such names represent the same person, may be included as held of 
record by one person.
    (b) Notwithstanding paragraph (a) of this section:
    (1) Securities held, to the knowledge of the issuer, subject to a 
voting trust, deposit agreement or similar arrangement shall be included 
as held of record by the record holders of the voting trust 
certificates, certificates of deposit, receipts or similar evidences of 
interest in such securities: Provided, however, That the issuer may rely 
in good faith on such information as is received in response to its 
request from a non-affiliated issuer of the certificates or evidences of 
interest.
    (2) Whole or fractional securities issued by a savings and loan 
association, building and loan association, cooperative bank, homestead 
association, or similar institution for the sole purpose of qualifying a 
borrower for membership in the issuer, and which are to be redeemed or 
repurchased by the issuer when the borrower's loan is terminated, shall 
not be included as held of record by any person.
    (3) If the issuer knows or has reason to know that the form of 
holding securities of record is used primarily to circumvent the 
provisions of section 12(g) or 15(d) of the Act, the beneficial owners 
of such securities shall be deemed to be the record owners thereof.

(Sec. 3, 48 Stat. 882, as amended, sec. 3, 78 Stat. 566; 15 U.S.C. 78c, 
78l)

[30 FR 484, Jan. 14, 1965]



Sec. 240.12g5-2  Definition of ``total assets''.

    For the purpose of section 12(g)(1) of the Act, the term total 
assets shall mean the total assets as shown on the issuer's balance 
sheet or the balance sheet of the issuer and its subsidiaries 
consolidated, whichever is larger, as required to be filed on the form 
prescribed for registration under this section and prepared in 
accordance with the pertinent provisions of Regulation S-X (17 CFR part 
210). Where the security is a certificate of deposit, voting trust 
certificate, or certificate or other evidence of interest in a similar 
trust or agreement, the ``total assets'' of the issuer of the security 
held under the trust or agreement shall be deemed to

[[Page 107]]

be the ``total assets'' of the issuer of such certificate or evidence of 
interest.

(Sec. 3, 48 Stat. 882, as amended, sec. 3, 78 Stat. 566; 15 U.S.C. 78c, 
78l)

[30 FR 484, Jan. 14, 1965]



Sec. 240.12h-1  Exemptions from registration under section 12(g) of the Act.

    Issuers shall be exempt from the provisions of section 12(g) of the 
Act with respect to the following securities:
    (a) Any interest or participation in an employee stock bonus, stock 
purchase, profit sharing, pension, retirement, incentive, thrift, 
savings or similar plan which is not transferable by the holder except 
in the event of death or mental incompetency, or any security issued 
solely to fund such plans;
    (b) Any interest or participation in any common trust fund or 
similar fund maintained by a bank exclusively for the collective 
investment and reinvestment of monies contributed thereto by the bank in 
its capacity as a trustee, executor, administrator, or guardian. For 
purposes of this paragraph (b), the term ``common trust fund'' shall 
include a common trust fund which is maintained by a bank which is a 
member of an affiliated group, as defined in section 1504(a) of the 
Internal Revenue Code of 1954 (26 U.S.C. 1504(a)), and which is 
maintained exclusively for the investment and reinvestment of monies 
contributed thereto by one or more bank members of such affilated group 
in the capacity of trustee, executor, administrator, or guardian; 
Provided, That:
    (1) The common trust fund is operated in compliance with the same 
state and Federal regulatory requirements as would apply if the bank 
maintaining such fund as any other contributing banks were the same 
entity; and
    (2) The rights of persons for whose benefit a contributiong bank 
acts as trustee, executor, administrator or guardian would not be 
diminished by reason of the maintenance of such common trust fund by 
another bank member of the affiliated group; and
    (c) Any class of equity security which would not be outstanding 60 
days after a registration statement would be required to be filed with 
respect thereto.

(Sec. 3, 48 Stat. 882, as amended, sec. 3, 78 Stat. 566, 15 U.S.C. 78c 
78l)

[30 FR 6114, Apr. 30, 1965, as amended at 43 FR 2392, Jan. 17, 1978. 
Redesignated at 47 FR 17052, Apr. 21, 1982]



Sec. 240.12h-2  [Reserved]



Sec. 240.12h-3  Suspension of duty to file reports under section 15(d).

    (a) Subject to paragraphs (c) and (d) of this section, the duty 
under section 15(d) to file reports required by section 13(a) of the Act 
with respect to a class of securities specified in paragraph (b) of this 
section shall be suspended for such class of securities immediately upon 
filing with the Commission a certification on Form 15 (17 CFR 249.323) 
if the issuer of such class has filed all reports required by section 
13(a), without regard to Rule 12b-25 (17 CFR 249.322), for the shorter 
of its most recent three fiscal years and the portion of the current 
year preceding the date of filing Form 15, or the period since the 
issuer became subject to such reporting obligation. If the certification 
on Form 15 is subsequently withdrawn or denied, the issuer shall, within 
60 days, file with the Commission all reports which would have been 
required if such certification had not been filed.
    (b) The classes of securities eligible for the suspension provided 
in paragraph (a) of this section are:
    (1) Any class of securites held of record by:
    (i) Less than 300 persons; or
    (ii) By less then 500 persons, where the total assets of the issuer 
have not exceeded $10 million on the last day of each of the issuer's 
three most recent fiscal years;
    (2) Any class of securities of a foreign private issuer, as defined 
in Rule 3b-4 (Sec. 240.3b-4), held of record by:
    (i) Less than 300 persons resident in the United States or
    (ii) Less than 500 persons resident in the United States where the 
total assets of the issuer have not exceeded $10 million on the last day 
of each of the issuer's three most recent fiscal years.


For purposes of this paragraph, the number of persons resident in the 
United States shall be determined in

[[Page 108]]

accordance with the provisions of Rule 12g3-2(a) (Sec. 240.12g3-2(a)); 
and
    (3) Any class or securities deregistered pursuant to section 12(d) 
of the Act if such class would not thereupon be deemed registered under 
section 12(g) of the Act or the rules thereunder.
    (c) This section shall not be available for any class of securities 
for a fiscal year in which a registration statement relating to that 
class becomes effective under the Securities Act of 1933, or is required 
to be updated pursuant to section 10(a)(3) of the Act, and, in the case 
of paragraphs (b)(1)(ii) and (2)(ii), the two succeeding fiscal years; 
Provided, however, That this paragraph shall not apply to the duty to 
file reports which arises solely from a registration statement filed by 
an issuer with no significant assets, for the reorganization of a non-
reporting issuer into a one subsidiary holding company in which equity 
security holders receive the same proportional interest in the holding 
company as they held in the non-reporting issuer, except for changes 
resulting from the exercise of dissenting shareholder rights under state 
law.
    (d) The suspension provided by this rule relates only to the 
reporting obligation under section 15(d) with respect to a class of 
securities, does not affect any other duties imposed on that class of 
securities, and shall continue as long as criteria (i) and (ii) in 
either paragraph (b)(1) or (2) is met on the first day of any subsequent 
fiscal year; Provided, however, That such criteria need not be met if 
the duty to file reports arises solely from a registration statement 
filed by an issuer with no significant assets in a reorganization of a 
non-reporting company into a one subsidiary holding company in which 
equity security holders receive the same proportional interest in the 
holding company as they held in the non-reporting issuer except for 
changes resulting from the exercise of dissenting shareholder rights 
under state law.
    (e) If the suspension provided by this rule is discontinued because 
a class of securities does not meet the eligibility criteria of 
paragraph (b) on the first day of an issuer's fiscal year, then the 
issuer shall resume periodic reporting pursuant to section 15(d) by 
filing an annual report on Form 10-K and Form 10-KSB for its preceding 
fiscal year, not later than 120 days after the end of such fiscal year.

(Secs. 12(g)(4), 12(h), 13(a), 15(d), 23(a), 48 Stat. 892, 894, 895, 
901; sec. 203(a), 49 Stat. 704; secs. 3, 8, 49 Stat. 1377, 1379; secs. 
3, 4, 6, 78 Stat. 565-568, 569, 570-574; sec. 18, 89 Stat. 155; sec. 
204, 91 Stat. 1500; 15 U.S.C. 78l(g)(4), 78l(h), 78m(a), 78o(d), 78w(a))

[49 FR 12689, Mar. 30, 1984, as amended at 51 FR 25362, July 14, 1986; 
61 FR 21356, May 9, 1996]



Sec. 240.12h-4  Exemption from duty to file reports under section 15(d).

    An issuer shall be exempt from the duty under section 15(d) of the 
Act to file reports required by section 13(a) of the Act with respect to 
securities registered under the Securities Act of 1933 on Form F-7, Form 
F-8 or Form F-80, provided that the issuer is exempt from the 
obligations of Section 12(g) of the Act pursuant to Rule 12g3-2(b).

[56 FR 30068, July 1, 1991]

Regulation 13A: Reports of Issuers of Securities Registered Pursuant to 
                               Section 12

                             Annual Reports



Sec. 240.13a-1  Requirements of annual reports.

    Every issuer having securities registered pursuant to section 12 of 
the Act (15 U.S.C. 78l) shall file an annual report on the appropriate 
form authorized or prescribed therefor for each fiscal year after the 
last full fiscal year for which financial statements were filed in its 
registration statement. Annual reports shall be filed within the period 
specified in the appropriate form.

[62 FR 39767, July 24, 1997]



Sec. 240.13a-2  [Reserved]



Sec. 240.13a-3  Reporting by Form 40-F registrant.

    A registrant that is eligible to use Forms 40-F and 6-K and files 
reports in accordance therewith shall be deemed to satisfy the 
requirements of Regulation 13A (Secs. 240.13a-1 through 240.13a-17 of 
this chapter).

[56 FR 30068, July 1, 1991]

[[Page 109]]

                              Other Reports



Sec. 240.13a-10  Transition reports.

    (a) Every issuer that changes its fiscal closing date shall file a 
report covering the resulting transition period between the closing date 
of its most recent fiscal year and the opening date of its new fiscal 
year; Provided, however, that an issuer shall file an annual report for 
any fiscal year that ended before the date on which the issuer 
determined to change its fiscal year end. In no event shall the 
transition report cover a period of 12 or more months.
    (b) The report pursuant to this section shall be filed for the 
transition period not more than 90 days after either the close of the 
transition period or the date of the determination to change the fiscal 
closing date, whichever is later. The report shall be filed on the form 
appropriate for annual reports of the issuer, shall cover the period 
from the close of the last fiscal year end and shall indicate clearly 
the period covered. The financial statements for the transition period 
filed therewith shall be audited. Financial statements, which may be 
unaudited, shall be filed for the comparable period of the prior year, 
or a footnote, which may be unaudited, shall state for the comparable 
period of the prior year, revenues, gross profits, income taxes, income 
or loss from continuing operations before extraordinary items and 
cumulative effect of a change in accounting principles and net income or 
loss. The effects of any discontinued operations and/or extraordinary 
items as classified under the provisions of generally accepted 
accounting principles also shall be shown, if applicable. Per share data 
based upon such income or loss and net income or loss shall be presented 
in conformity with applicable accounting standards. Where called for by 
the time span to be covered, the comparable period financial statements 
or footnote shall be included in subsequent filings.
    (c) If the transition period covers a period of less than six 
months, in lieu of the report required by paragraph (b) of this section, 
a report may be filed for the transition period on Form 10-Q and Form 
10-QSB (Sec. 249.308a of this chapter) not more than 45 days after 
either the close of the transition period or the date of the 
determination to change the fiscal closing date, whichever is later. The 
report on Form 10-Q and Form 10-QSB shall cover the period from the 
close of the last fiscal year end and shall indicate clearly the period 
covered. The financial statements filed therewith need not be audited 
but, if they are not audited, the issuer shall file with the first 
annual report for the newly adopted fiscal year separate audited 
statements of income and cash flows covering the transition period. The 
notes to financial statements for the transition period included in such 
first annual report may be integrated with the notes to financial 
statements for the full fiscal period. A separate audited balance sheet 
as of the end of the transition period shall be filed in the annual 
report only if the audited balance sheet as of the end of the fiscal 
year prior to the transition period is not filed. Schedules need not be 
filed in transition reports on Form 10-Q and Form 10-QSB.
    (d) Notwithstanding the foregoing in paragraphs (a), (b), and (c) of 
this section, if the transition period covers a period of one month or 
less, the issuer need not file a separate transition report if either:
    (1) The first report required to be filed by the issuer for the 
newly adopted fiscal year after the date of the determination to change 
the fiscal year end is an annual report, and that report covers the 
transition period as well as the fiscal year; or
    (2)(i) The issuer files with the first annual report for the newly 
adopted fiscal year separate audited statements of income and cash flows 
covering the transition period; and
    (ii) The first report required to be filed by the issuer for the 
newly adopted fiscal year after the date of the determination to change 
the fiscal year end is a quarterly report on Form 10-Q and Form 10-QSB; 
and
    (iii) Information on the transition period is included in the 
issuer's quarterly report on Form 10-Q and Form 10-QSB for the first 
quarterly period (except the fourth quarter) of the newly adopted fiscal 
year that ends after the date of the determination to change

[[Page 110]]

the fiscal year. The information covering the transition period required 
by Part II and Item 2 of Part I may be combined with the information 
regarding the quarter. However, the financial statements required by 
Part I, which may be unaudited, shall be furnished separately for the 
transition period.
    (e) Every issuer required to file quarterly reports on Form 10-Q and 
Form 10-QSB pursuant to Sec. 240.13a-13 of this chapter that changes its 
fiscal year end shall:
    (1) File a quarterly report on Form 10-Q and Form 10-QSB within the 
time period specified in General Instruction A.1. to that form for any 
quarterly period (except the fourth quarter) of the old fiscal year that 
ends before the date on which the issuer determined to change its fiscal 
year end, except that the issuer need not file such quarterly report if 
the date on which the quarterly period ends also is the date on which 
the transition period ends;
    (2) File a quarterly report on Form 10-Q and Form 10-QSB within the 
time specified in General Instruction A.1. to that form for each 
quarterly period of the old fiscal year within the transition period. In 
lieu of a quarterly report for any quarter of the old fiscal year within 
the transition period, the issuer may file a quarterly report on Form 
10-Q and Form 10-QSB for any period of three months within the 
transition period that coincides with a quarter of the newly adopted 
fiscal year if the quarterly report is filed within 45 days after the 
end of such three month period, provided the issuer thereafter continues 
filing quarterly reports on the basis of the quarters of the newly 
adopted fiscal year;
    (3) Commence filing quarterly reports for the quarters of the new 
fiscal year no later than the quarterly report for the first quarter of 
the new fiscal year that ends after the date on which the issuer 
determined to change the fiscal year end; and
    (4) Unless such information is or will be included in the transition 
report, or the first annual report on Form 10-K and Form 10-KSB for the 
newly adopted fiscal year, include in the initial quarterly report on 
Form 10-Q and Form 10-QSB for the newly adopted fiscal year information 
on any period beginning on the first day subsequent to the period 
covered by the issuer's final quarterly report on Form 10-Q and Form 10-
QSB or annual report on Form 10-K and Form 10-KSB for the old fiscal 
year. The information covering such period required by Part II and Item 
2 of Part I may be combined with the information regarding the quarter. 
However, the financial statements required by Part I, which may be 
unaudited, shall be furnished separately for such period.
    Note to Paragraphs (c) and (e):
     If it is not practicable or cannot be cost-justified to furnish in 
a transition report on Form 10-Q and Form 10-QSB or a quarterly report 
for the newly adopted fiscal year financial statements for corresponding 
periods of the prior year where required, financial statements may be 
furnished for the quarters of the preceding fiscal year that most nearly 
are comparable if the issuer furnishes an adequate discussion of 
seasonal and other factors that could affect the comparability of 
information or trends reflected, an assessment of the comparability of 
the data, and a representation as to the reason recasting has not been 
undertaken.
    (f) Every successor issuer with securities registered under Section 
12 of this Act that has a different fiscal year from that of its 
predecessor(s) shall file a transition report pursuant to this section, 
containing the required information about each predecessor, for the 
transition period, if any, between the close of the fiscal year covered 
by the last annual report of each predecessor and the date of 
succession. The report shall be filed for the transition period on the 
form appropriate for annual reports of the issuer not more than 90 days 
after the date of the succession, with financial statements in 
conformity with the requirements set forth in paragraph (b) of this 
section. If the transition period covers a period of less than six 
months, in lieu of a transition report on the form appropriate for the 
issuer's annual reports, the report may be filed for the transition 
period on Form 10-Q and Form 10-QSB not more than 45 days after the date 
of the succession, with financial statements in conformity with the 
requirements set forth in paragraph (c) of this section. Notwithstanding 
the foregoing, if the transition period covers a period of one month or 
less, the successor issuer need not file a separate

[[Page 111]]

transition report if the information is reported by the successor issuer 
in conformity with the requirements set forth in paragraph (d) of this 
section.
    (g)(1) Paragraphs (a) through (f) of this section shall not apply to 
foreign private issuers.
    (2) Every foreign private issuer that changes its fiscal closing 
date shall file a report covering the resulting transition period 
between the closing date of its most recent fiscal year and the opening 
date of its new fiscal year. In no event shall a transition report cover 
a period longer than 12 months.
    (3) The report for the transition period shall be filed on Form 20-F 
responding to all items to which such issuer is required to respond when 
Form 20-F is used as an annual report. Such report shall be filed within 
six months after either the close of the transition period or the date 
on which the issuer made the determination to change the fiscal closing 
date, whichever is later. The financial statements for the transition 
period filed therewith shall be audited.
    (4) If the transition period covers a period of six or fewer months, 
in lieu of the report required by paragraph (g)(3) of this section, a 
report for the transition period may be filed on Form 20-F responding to 
Items 5, 8.A.7., 13, 14, and 17 or 18 within three months after either 
the close of the transition period or the date on which the issuer made 
the determination to change the fiscal closing date, whichever is later. 
The financial statements required by either Item 17 or Item 18 shall be 
furnished for the transition period. Such financial statements may be 
unaudited and condensed as permitted in Article 10 of Regulation S-X 
(Sec. 210.10-01 of this chapter), but if the financial statements are 
unaudited and condensed, the issuer shall file with the first annual 
report for the newly adopted fiscal year separate audited statements of 
income and cash flows covering the transition period.
    (5) Notwithstanding the foregoing in paragraphs (g)(2), (g)(3), and 
(g)(4) of this section, if the transition period covers a period of one 
month or less, a foreign private issuer need not file a separate 
transition report if the first annual report for the newly adopted 
fiscal year covers the transition period as well as the fiscal year.
    (h) The provisions of this rule shall not apply to investment 
companies required to file reports pursuant to Rule 30b1-1 
(Sec. 270.30b1-1 of this chapter) under the Investment Company Act of 
1940 (15 U.S.C. 80a-1 et seq.).
    (i) No filing fee shall be required for a transition report filed 
pursuant to this section.
    Note.--In addition to the report or reports to be filed pursuant to 
this section, every issuer, except a foreign private issuer or an 
investment company required to file reports pursuant to Rule 30b1-1 
under the Investment Company Act of 1940, that changes its fiscal 
closing date is required to file a report on Form 8-K responding to Item 
8 thereof within the period specified in General Instruction B. 1. to 
that form.

[54 FR 10316, Mar. 13, 1989, as amended at 56 FR 30068, July 1, 1991; 64 
FR 53912, Oct. 5, 1999]

    Effective Date Note: At 64 FR 53912, Oct. 5, 1999, in Sec. 240.13a-
10, paragraph (g)(4) was amended by removing the phrase ``responding to 
Items 3, 9, 15, 16, and 17 or 18'' and adding in its place, the phrase 
``responding to Items 5, 8.A.7., 13, 14, and 17 or 18'', effective Sept. 
30, 2000.



Sec. 240.13a-11  Current reports on Form 8-K (Sec. 249.308 of this chapter).

    (a) Except as provided in paragraph (b) of this section, every 
registrant subject to Sec. 240.13a-1 shall file a current report on Form 
8-K within the period specified in that form unless substantially the 
same information as that required by Form 8-K has been previously 
reported by the registrant.
    (b) This section shall not apply to foreign governments, foreign 
private issuers required to make reports on Form 6-K (17 CFR 249.306) 
pursuant to Rule 13a-16 (17 CFR 240.13a-16), issuers of American 
Depositary Receipts for securities of any foreign issuer, or investment 
companies required to file reports pursuant to Rule 30b-1-1 (17 CFR 
270.30b1-1) under the Investment Company Act of 1940.

(Secs. 12, 13, 15, 48 Stat. 892, 894, 895; sec. 5, 78 Stat. 569, 574; 
sec. 2, 82 Stat. 454; secs. 1, 2, 84 Stat. 1497; secs. 10, 18, 89 Stat. 
119, 155 (15 U.S.C. 78n(a)), secs. 20(a), 38(a), 54 Stat. 822, 841 (15 
U.S.C. 80a-20(a), 80a-37(a)))

[42 FR 4428, Jan. 25, 1977, as amended at 50 FR 27939, July 9, 1985]

[[Page 112]]



Sec. 240.13a-13  Quarterly reports on Form 10-Q and Form 10-QSB (Sec. 249.308a and Sec. 249.308b of this chapter).

    (a) Except as provided in paragraphs (b) and (c) of this section, 
every issuer that has securities registered pursuant to section 12 of 
the Act and is required to file annual reports pursuant to section 13 of 
the Act, and has filed or intends to file such reports on Form 10-K and 
Form 10-KSB (Sec. 249.310 of this chapter) or U5S (Sec. 259.5s of this 
chapter), shall file a quarterly report on Form 10-Q and Form 10-QSB 
(Sec. 249.308a of this chapter) within the period specified in General 
Instruction A.1. to that form for each of the first three quarters of 
each fiscal year of the issuer, commencing with the first fiscal quarter 
following the most recent fiscal year for which full financial 
statements were included in the registration statement, or, if the 
registration statement included financial statements for an interim 
period subsequent to the most recent fiscal year end meeting the 
requirements of Article 10 of Regulation S-X, for the first fiscal 
quarter subsequent to the quarter reported upon in the registration 
statement. The first quarterly report of the issuer shall be filed 
either within 45 days after the effective date of the registration 
statement or on or before the date on which such report would have been 
required to be filed if the issuer has been required to file reports on 
Form 10-Q and Form 10-QSB as of its last fiscal quarter, whichever is 
later.
    (b) The provisions of this rule shall not apply to the following 
issuers:
    (1) Investment companies required to file reports pursuant to 
Sec. 270.30b1-1;
    (2) Foreign private issuers required to file reports pursuant to 
Sec. 240.13a-16.
    (c) Part I of the quarterly reports on Form 10-Q or Form 10-QSB need 
not be filed by:
    (1) Mutual life insurance companies; or
    (2) Mining companies not in the production stage but engaged 
primarily in the exploration for the development of mineral deposits 
other than oil, gas or coal, if all of the following conditions are met:
    (i) The registrant has not been in production during the current 
fiscal year or the two years immediately prior thereto; except that 
being in production for an aggregate period of not more than eight 
months over the three-year period shall not be a violation of this 
condition.
    (ii) Receipts from the sale of mineral products or from the 
operations of mineral producing properties by the registrant and its 
subsidiaries combined have not exceeded $500,000 in any of the most 
recent six years and have not aggregated more than $1,500,000 in the 
most recent six fiscal years.
    (d) Notwithstanding the foregoing provisions of this section, the 
financial information required by Part I of Form 10-Q and Form 10-QSB, 
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 of the Act 
but shall be subject to all other provisions of the Act.

(Sec. 12, 13, 15(d), 23(a), 48 Stat. 892, 894, 895, 901; sec 203(a), 49 
Stat. 704; secs. 1, 3, 8, 49 Stat. 1375, 1377, 1379; sec. 202, 68 Stat. 
686; secs. 3, 4, 6, 78 Stat. 565-568, 569, 570-574; secs. 1, 2, 82 Stat. 
454; secs. 1, 2, 28(c), 84 Stat. 1435, 1497; sec. 105(b), 88 Stat. 1503; 
secs. 8, 9, 10, 18, 89 Stat. 117, 118, 119, 155; 15 U.S.C. 78l, 78m, 
78o(d), 78w(a); secs. 6, 7, 8, 10, 19(a), 48 Stat. 78, 79, 81, 85, secs. 
205, 209, 48 Stat. 906, 908; sec. 301, 54 Stat. 857; sec. 8, 88 Stat. 
685; sec. 1, 79 Stat. 1051; sec. 308(a)(2), 90 Stat. 57; secs. 12, 13, 
14, 15(d), 23(a), 48 Stat. 892, 895, 901; secs. 1, 3, 8, 49 Stat. 1375, 
1377, 1379; sec 203(a), 49 Stat. 704; sec. 202, 68 Stat. 686; secs. 3, 
4, 5, 6, 78 Stat. 565-568, 569, 570-574; secs. 1, 2, 3, 82 Stat. 454, 
455; secs. 28(c), ``1, 2, 3-5, 84 Sat. 1435, 1497; sec. 105(b), 88 Stat. 
1503; secs. 8, 9, 10, 18, 89 Stat. 117, 118, 119, 155; sec. 308(b), 90 
Stat. 57; secs. 202, 203, 204, 81 Stat. 1494, 1498, 1499, 1500; 15 
U.S.C. 77f, 77g, 77h, 77j, 77s(a), 78l, 78m, 78n, 78o(d), 78w(a))

[42 FR 24064, May 12, 1977, as amended at 48 FR 19877, May 3, 1983; 50 
FR 27939, July 9, 1985; 54 FR 10317, Mar. 13, 1989; 57 FR 10615, Mar. 
27, 1992; 61 FR 30403, June 14, 1996]



Sec. 240.13a-16  Reports of foreign private issuers on Form 6-K (17 CFR 249.306).

    (a) Every foreign private issuer which is subject to Rule 13a-1 (17 
CFR 240.13a-1) shall make reports on Form 6-K, except that this rule 
shall not apply to:
    (1) Investment companies required to file reports pursuant to Rule 
30b1-1 (17 CFR 270.30b1-1);

[[Page 113]]

    (2) Issuers of American depositary receipts for securities of any 
foreign issuer; or
    (3) Issuers filing periodic reports on Forms 10-K and Form 10-KSB, 
10-Q and Form 10-QSB and 8-K.
    (b) Such reports shall be transmitted promptly after the information 
required by Form 6-K is made public by the issuer, by the country of its 
domicile or under the laws of which it was incorporated or organized, or 
by a foreign securities exchange with which the issuer has filed the 
information.
    (c) Reports furnished pursuant to this rule 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.

[32 FR 7849, May 30, 1967, as amended at 44 FR 70137, Dec. 6, 1979; 47 
FR 54781, Dec. 6, 1982; 50 FR 27939, July 9, 1985; 57 FR 10615, Mar. 27, 
1991]



Sec. 240.13a-17  [Reserved]

  Regulation 13b-2: Maintenance of Records and Preparation of Required 
                                 Reports



Sec. 240.13b2-1  Falsification of accounting records.

    No person shall directly or indirectly, falsify or cause to by 
falsified, any book, record or account subject to section 13(b)(2)(A) of 
the Securities Exchange Act.

(15 U.S.C. 78m(b)(2); 15 U.S.C. 78m(a), 78m(b)(1), 78o(d), 78j(b), 
78n(a), 78t(b), 78t(c))

[44 FR 10970, Feb. 23, 1979]



Sec. 240.13b2-2  Issuer's representations in connection with the preparation of required reports and documents.

    No director or officer of an issuer shall, directly or indirectly,
    (a) Make or cause to be made a materially false or misleading 
statement, or
    (b) Omit to state, or cause another person to omit to state, any 
material fact necessary in order to make statements made, in the light 
of the circumstances under which such statements were made, not 
misleading to an accountant in connection with (1) any audit or 
examination of the financial statements of the issuer required to be 
made pursuant to this subpart or (2) the preparation or filing of any 
document or report required to be filed with the Commission pursuant to 
this subpart or otherwise.

(15 U.S.C. 78m(b)(2); 15 U.S.C. 78m(a), 78m(b)(1), 78o(d), 78j(b), 
78n(a), 78t(b), 78t(c))

[44 FR 10970, Feb. 23, 1979]

                             Regulation 13D

    Source: Sections 240.13d-1 through 240.13f-1 appear at 43 FR 18495, 
Apr. 28, 1978, unless otherwise noted.

                       ATTENTION ELECTRONIC FILERS

THIS REGULATION SHOULD BE READ IN CONJUNCTION WITH REGULATION S-T (PART 
232 OF THIS CHAPTER), WHICH GOVERNS THE PREPARATION AND SUBMISSION OF 
DOCUMENTS IN ELECTRONIC FORMAT. MANY PROVISIONS RELATING TO THE 
PREPARATION AND SUBMISSION OF DOCUMENTS IN PAPER FORMAT CONTAINED IN 
THIS REGULATION ARE SUPERSEDED BY THE PROVISIONS OF REGULATION S-T FOR 
DOCUMENTS REQUIRED TO BE FILED IN ELECTRONIC FORMAT.



Sec. 240.13d-1  Filing of Schedules 13D and 13G.

    (a) Any person who, after acquiring directly or indirectly the 
beneficial ownership of any equity security of a class which is 
specified in paragraph (i) of this section, is directly or indirectly 
the beneficial owner of more than five percent of the class shall, 
within 10 days after the acquisition, file with the Commission, a 
statement containing the information required by Schedule 13D 
(Sec. 240.13d-101).
    (b)(1) A person who would otherwise be obligated under paragraph (a) 
of this section to file a statement on Schedule 13D (Sec. 240.13d-101) 
may, in lieu thereof, file with the Commission, a short-form statement 
on Schedule 13G (Sec. 240.13d-102), Provided, That:
    (i) Such person has acquired such securities in the ordinary course 
of his business and not with the purpose nor with the effect of changing 
or influencing the control of the issuer, nor in connection with or as a 
participant in any transaction having such purpose or effect, including 
any transaction subject to Rule 13d-3(b) (Sec. 240.13d-3(b)); and
    (ii) Such person is:

[[Page 114]]

    (A) A broker or dealer registered under section 15 of the Act (15 
U.S.C. 78o);
    (B) A bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
    (C) An insurance company as defined in section 3(a)(19) of the Act 
(15 U.S.C. 78c);
    (D) An investment company registered under section 8 of the 
Investment Company Act of 1940 (15 U.S.C. 80a-8);
    (E) Any person registered as an investment adviser under Section 203 
of the Investment Advisers Act of 1940 (15 U.S.C. 80b-3) or under the 
laws of any state;
    (F) An employee benefit plan as defined in Section 3(3) of the 
Employee Retirement Income Security Act of 1974, as amended, 29 U.S.C. 
1001 et seq. (``ERISA'') that is subject to the provisions of ERISA, or 
any such plan that is not subject to ERISA that is maintained primarily 
for the benefit of the employees of a state or local government or 
instrumentality, or an endowment fund;
    (G) A parent holding company or control person, provided the 
aggregate amount held directly by the parent or control person, and 
directly and indirectly by their subsidiaries or affiliates that are not 
persons specified in Sec. 240.13d-1(b)(1)(ii)(A) through (I), does not 
exceed one percent of the securities of the subject class;
    (H) A savings association as defined in Section 3(b) of the Federal 
Deposit Insurance Act (12 U.S.C. 1813);
    (I) A church plan that is excluded from the definition of an 
investment company under section 3(c)(14) of the Investment Company Act 
of 1940 (15 U.S.C. 80a-3); and
    (J) A group, provided that all the members are persons specified in 
Sec. 240.13d-1(b)(1)(ii)(A) through (I); and
    (iii) Such person has promptly notified any other person (or group 
within the meaning of section 13(d)(3) of the Act) on whose behalf it 
holds, on a discretionary basis, securities exceeding five percent of 
the class, of any acquisition or transaction on behalf of such other 
person which might be reportable by that person under section 13(d) of 
the Act. This paragraph only requires notice to the account owner of 
information which the filing person reasonably should be expected to 
know and which would advise the account owner of an obligation he may 
have to file a statement pursuant to section 13(d) of the Act or an 
amendment thereto.
    (2) The Schedule 13G filed pursuant to paragraph (b)(1) of this 
section shall be filed within 45 days after the end of the calendar year 
in which the person became obligated under paragraph (b)(1) of this 
section to report the person's beneficial ownership as of the last day 
of the calendar year, Provided, That it shall not be necessary to file a 
Schedule 13G unless the percentage of the class of equity security 
specified in paragraph (i) of this section beneficially owned as of the 
end of the calendar year is more than five percent; However, if the 
person's direct or indirect beneficial ownership exceeds 10 percent of 
the class of equity securities prior to the end of the calendar year, 
the initial Schedule 13G shall be filed within 10 days after the end of 
the first month in which the person's direct or indirect beneficial 
ownership exceeds 10 percent of the class of equity securities, computed 
as of the last day of the month.
    (c) A person who would otherwise be obligated under paragraph (a) of 
this section to file a statement on Schedule 13D (Sec. 240.13d-101) may, 
in lieu thereof, file with the Commission, within 10 days after an 
acquisition described in paragraph (a) of this section, a short-form 
statement on Schedule 13G (Sec. 240.13d-102). Provided, That the person:
    (1) Has not acquired the securities with any purpose, or with the 
effect of, changing or influencing the control of the issuer, or in 
connection with or as a participant in any transaction having that 
purpose or effect, including any transaction subject to Sec. 240.13d-
3(b);
    (2) Is not a person reporting pursuant to paragraph (b)(1) of this 
section; and
    (3) Is not directly or indirectly the beneficial owner of 20 percent 
or more of the class.
    (d) Any person who, as of the end of any calendar year, is or 
becomes directly or indirectly the beneficial owner of more than five 
percent of any equity security of a class specified in paragraph (i) of 
this section and who is

[[Page 115]]

not required to file a statement under paragraph (a) of this section by 
virtue of the exemption provided by Section 13(d)(6)(A) or (B) of the 
Act (15 U.S.C. 78m(d)(6)(A) or 78m(d)(6)(B)), or because the beneficial 
ownership was acquired prior to December 22, 1970, or because the person 
otherwise (except for the exemption provided by Section 13(d)(6)(C) of 
the Act (15 U.S.C. 78m(d)(6)(C))) is not required to file a statement, 
shall file with the Commission, within 45 days after the end of the 
calendar year in which the person became obligated to report under this 
paragraph (d), a statement containing the information required by 
Schedule 13G (Sec. 240.13d-102).
    (e)(1) Notwithstanding paragraphs (b) and (c) of this section and 
Sec. 240.13d-2(b), a person that has reported that it is the beneficial 
owner of more than five percent of a class of equity securities in a 
statement on Schedule 13G (Sec. 240.13d-102) pursuant to paragraph (b) 
or (c) of this section, or is required to report the acquisition but has 
not yet filed the schedule, shall immediately become subject to 
Secs. 240.13d-1(a) and 240.13d-2(a) and shall file a statement on 
Schedule 13D (Sec. 240.13d-101) within 10 days if, and shall remain 
subject to those requirements for so long as, the person:
    (i) Has acquired or holds the securities with a purpose or effect of 
changing or influencing control of the issuer, or in connection with or 
as a participant in any transaction having that purpose or effect, 
including any transaction subject to Sec. 240.13d-3(b); and
    (ii) Is at that time the beneficial owner of more than five percent 
of a class of equity securities described in Sec. 240.13d-1(i).
    (2) From the time the person has acquired or holds the securities 
with a purpose or effect of changing or influencing control of the 
issuer, or in connection with or as a participant in any transaction 
having that purpose or effect until the expiration of the tenth day from 
the date of the filing of the Schedule 13D (Sec. 240.13d-101) pursuant 
to this section, that person shall not:
    (i) Vote or direct the voting of the securities described therein; 
or
    (ii) Acquire an additional beneficial ownership interest in any 
equity securities of the issuer of the securities, nor of any person 
controlling the issuer.
    (f)(1) Notwithstanding paragraph (c) of this section and 
Sec. 240.13d-2(b), persons reporting on Schedule 13G (Sec. 240.13d-102) 
pursuant to paragraph (c) of this section shall immediately become 
subject to Secs. 240.13d-1(a) and 240.13d-2(a) and shall remain subject 
to those requirements for so long as, and shall file a statement on 
Schedule 13D (Sec. 240.13d-101) within 10 days of the date on which, the 
person's beneficial ownership equals or exceeds 20 percent of the class 
of equity securities.
    (2) From the time of the acquisition of 20 percent or more of the 
class of equity securities until the expiration of the tenth day from 
the date of the filing of the Schedule 13D (Sec. 240.13d-101) pursuant 
to this section, the person shall not:
    (i) Vote or direct the voting of the securities described therein, 
or
    (ii) Acquire an additional beneficial ownership interest in any 
equity securities of the issuer of the securities, nor of any person 
controlling the issuer.
    (g) Any person who has reported an acquisition of securities in a 
statement on Schedule 13G (Sec. 240.13d-102) pursuant to paragraph (b) 
of this section, or has become obligated to report on the Schedule 13G 
(Sec. 240.13d-102) but has not yet filed the Schedule, and thereafter 
ceases to be a person specified in paragraph (b)(1)(ii) of this section 
or determines that it no longer has acquired or holds the securities in 
the ordinary course of business shall immediately become subject to 
Sec. 240.13d-1(a) or Sec. 240.13d-1(c) (if the person satisfies the 
requirements specified in Sec. 240.13d-1(c)), and Secs. 240.13d-2 (a), 
(b) or (d), and shall file, within 10 days thereafter, a statement on 
Schedule 13D (Sec. 240.13d-101) or amendment to Schedule 13G, as 
applicable, if the person is a beneficial owner at that time of more 
than five percent of the class of equity securities.
    (h) Any person who has filed a Schedule 13D (Sec. 240.13d-101) 
pursuant to paragraph (e), (f) or (g) of this section may again report 
its beneficial ownership on Schedule 13G (Sec. 240.13d-102) pursuant to 
paragraphs (b) or (c) of this section

[[Page 116]]

provided the person qualifies thereunder, as applicable, by filing a 
Schedule 13G (Sec. 240.13d-102) once the person determines that the 
provisions of paragraph (e), (f) or (g) of this section no longer apply.
    (i) For the purpose of this regulation, the term ``equity security'' 
means any equity security of a class which is registered pursuant to 
section 12 of that Act, or any equity security of any insurance company 
which would have been required to be so registered except for the 
exemption contained in section 12(g)(2)(G) of the Act, or any equity 
security issued by a closed-end investment company registered under the 
Investment Company Act of 1940; Provided, Such term shall not include 
securities of a class of non-voting securities.
    (j) For the purpose of sections 13(d) and 13(g), any person, in 
determining the amount of outstanding securities of a class of equity 
securities, may rely upon information set forth in the issuer's most 
recent quarterly or annual report, and any current report subsequent 
thereto, filed with the Commission pursuant to this Act, unless he knows 
or has reason to believe that the information contained therein is 
inaccurate.
    (k)(1) Whenever two or more persons are required to file a statement 
containing the information required by Schedule 13D or Schedule 13G with 
respect to the same securities, only one statement need be filed: 
Provided, That:
    (i) Each person on whose behalf the statement is filed is 
individually eligible to use the Schedule on which the information is 
filed;
    (ii) Each person on whose behalf the statement is filed is 
responsible for the timely filing of such statement and any amendments 
thereto, and for the completeness and accuracy of the information 
concerning such person contained therein; such person is not responsible 
for the completeness or accuracy of the information concerning the other 
persons making the filing, unless such person knows or has reason to 
believe that such information is inaccurate; and
    (iii) Such statement identifies all such persons, contains the 
required information with regard to each such person, indicates that 
such statement is filed on behalf of all such persons, and includes, as 
an exhibit, their agreement in writing that such a statement is filed on 
behalf of each of them.
    (2) A group's filing obligation may be satisfied either by a single 
joint filing or by each of the group's members making an individual 
filing. If the group's members elect to make their own filings, each 
such filing should identify all members of the group but the information 
provided concerning the other persons making the filing need only 
reflect information which the filing person knows or has reason to know.

(Secs. 3(b), 13(d)(1), 13(d)(2), 13(d)(5), 13(d)(6,) 13(g)(1), 13(g)(2), 
13(g)(5), 23; 48 Stat. 882, 894, 901; sec. 203(a), 49 Stat. 704; sec. 8, 
49 Stat. 1379; sec. 10, 78 Stat. 88a; sec. 2, 82 Stat. 454; secs. 1, 2, 
84 Stat. 1497; secs. 3, 10, 18, 89 Stat. 97, 119, 155; secs. 202, 203, 
91 Stat. 1494, 1498, 1499; (15 U.S.C. 78c(b), 78m(d)(1), 78m(d)(2), 
78m(d)(5), 78m(d)(6), 78m(g)(1), 78m(g)(2), 78m(g)(5), 78w))

[43 FR 18495, Apr. 28, 1978, as amended at 43 FR 29768, July 11, 1978; 
43 FR 55755, Nov. 29, 1978; 44 FR 10703, Feb. 23, 1979; 63 FR 2865, Jan. 
16, 1998; 63 FR 15287, Mar. 31, 1998]



Sec. 240.13d-2  Filing of amendments to Schedules 13D or 13G.

    (a) If any material change occurs in the facts set forth in the 
Schedule 13D (Sec. 240.13d-101) required by Sec. 240.13d-1(a), 
including, but not limited to, any material increase or decrease in the 
percentage of the class beneficially owned, the person or persons who 
were required to file the statement shall promptly file or cause to be 
filed with the Commission an amendment disclosing that change. An 
acquisition or disposition of beneficial ownership of securities in an 
amount equal to one percent or more of the class of securities shall be 
deemed ``material'' for purposes of this section; acquisitions or 
dispositions of less than those amounts may be material, depending upon 
the facts and circumstances.
    (b) Notwithstanding paragraph (a) of this section, and provided that 
the person filing a Schedule 13G (Sec. 240.13d-102) pursuant to 
Sec. 240.13d-1(b) or Sec. 240.13d-1(c) continues to meet the 
requirements set forth therein, any person who has filed a Schedule 13G 
(Sec. 240.13d-102) pursuant to Sec. 240.13d-1(b), Sec. 240.13d-

[[Page 117]]

1(c) or Sec. 240.13d-1(d) shall amend the statement within forty-five 
days after the end of each calendar year if, as of the end of the 
calendar year, there are any changes in the information reported in the 
previous filing on that Schedule: Provided, however, That an amendment 
need not be filed with respect to a change in the percent of class 
outstanding previously reported if the change results solely from a 
change in the aggregate number of securities outstanding. Once an 
amendment has been filed reflecting beneficial ownership of five percent 
or less of the class of securities, no additional filings are required 
unless the person thereafter becomes the beneficial owner of more than 
five percent of the class and is required to file pursuant to 
Sec. 240.13d-1.
    (c) Any person relying on Sec. 240.13d-1(b) that has filed its 
initial Schedule 13G (Sec. 240.13d-102) pursuant to that paragraph 
shall, in addition to filing any amendments pursuant to Sec. 240.13d-
2(b), file an amendment on Schedule 13G (Sec. 240.13d-102) within 10 
days after the end of the first month in which the person's direct or 
indirect beneficial ownership, computed as of the last day of the month, 
exceeds 10 percent of the class of equity securities. Thereafter, that 
person shall, in addition to filing any amendments pursuant to 
Sec. 240.13d-2(b), file an amendment on Schedule 13G (Sec. 240.13d-102) 
within 10 days after the end of the first month in which the person's 
direct or indirect beneficial ownership, computed as of the last day of 
the month, increases or decreases by more than five percent of the class 
of equity securities. Once an amendment has been filed reflecting 
beneficial ownership of five percent or less of the class of securities, 
no additional filings are required by this paragraph (c).
    (d) Any person relying on Sec. 240.13d-1(c) and has filed its 
initial Schedule 13G (Sec. 240.13d-102) pursuant to that paragraph 
shall, in addition to filing any amendments pursuant to Sec. 240.13d-
2(b), file an amendment on Schedule 13G (Sec. 240.13d-102) promptly upon 
acquiring, directly or indirectly, greater than 10 percent of a class of 
equity securities specified in Sec. 240.13d-1(d), and thereafter 
promptly upon increasing or decreasing its beneficial ownership by more 
than five percent of the class of equity securities. Once an amendment 
has been filed reflecting beneficial ownership of five percent or less 
of the class of securities, no additional filings are required by this 
paragraph (d).
    (e) The first electronic amendment to a paper format Schedule 13D 
(Sec. 240.13d-101 of this chapter) or Schedule 13G (Sec. 240.13d-102 of 
this chapter) shall restate the entire text of the Schedule 13D or 13G, 
but previously filed paper exhibits to such Schedules are not required 
to be restated electronically. See Rule 102 of Regulation S-T 
(Sec. 232.102 of this chapter) regarding amendments to exhibits 
previously filed in paper format. Notwithstanding the foregoing, if the 
sole purpose of filing the first electronic Schedule 13D or 13G 
amendment is to report a change in beneficial ownership that would 
terminate the filer's obligation to report, the amendment need not 
include a restatement of the entire text of the Schedule being amended.

    Note to Sec. 240.13d-2:
    For persons filing a short-form statement pursuant to Rule 13d-1(b) 
or (c), see also Rules 13d-1(e), (f), and (g).

(Secs. 3(b), 13(d)(1), 13(d)(2), 13(d)(5), 13(d)(6), 14(d)(1), 23; 48 
Stat. 882, 894, 895, 901; sec. 203(a), 49 Stat. 704, sec. 8, 49 Stat. 
1379; sec. 10, 78 Stat. 88a; secs. 2, 3, 82 Stat. 454, 455; secs. 1, 2, 
3-5, 84 Stat. 1497; secs. 3, 18, 89 Stat. 97, 155 (15 U.S.C. 78c(b), 
78m(d)(1), 89m(d)(2), 78m(d)(5), 78m(d)(6), 78n(d)(1), 78w); sec. 23, 48 
Stat. 901; sec. 203(a), 49 Stat. 704; sec. 8, 49 Stat. 1379; sec. 10, 78 
Stat. 580; sec. 18, 89 Stat. 155; secs. 102, 202, 203, 91 Stat. 1494, 
1498, 1499; 15 U.S.C. 78m(g), 78w(a))

[43 FR 18495, Apr. 28, 1978, as amended at 45 FR 81558, Dec. 11, 1980; 
47 FR 49964, Nov. 4, 1982; 58 FR 14683, Mar. 18, 1993; 59 FR 67764, Dec. 
30, 1994; 62 FR 36459, July 8, 1997; 63 FR 2866, Jan. 16, 1998]



Sec. 240.13d-3  Determination of beneficial owner.

    (a) For the purposes of sections 13(d) and 13(g) of the Act a 
beneficial owner of a security includes any person who, directly or 
indirectly, through any contract, arrangement, understanding, 
relationship, or otherwise has or shares:
    (1) Voting power which includes the power to vote, or to direct the 
voting of, such security; and/or,
    (2) Investment power which includes the power to dispose, or to 
direct the disposition of, such security.

[[Page 118]]

    (b) Any person who, directly or indirectly, creates or uses a trust, 
proxy, power of attorney, pooling arrangement or any other contract, 
arrangement, or device with the purpose of effect of divesting such 
person of beneficial ownership of a security or preventing the vesting 
of such beneficial ownership as part of a plan or scheme to evade the 
reporting requirements of section 13(d) or (g) of the Act shall be 
deemed for purposes of such sections to be the beneficial owner of such 
security.
    (c) All securities of the same class beneficially owned by a person, 
regardless of the form which such beneficial ownership takes, shall be 
aggregated in calculating the number of shares beneficially owned by 
such person.
    (d) Notwithstanding the provisions of paragraphs (a) and (c) of this 
rule:
    (1)(i) A person shall be deemed to be the beneficial owner of a 
security, subject to the provisions of paragraph (b) of this rule, if 
that person has the right to acquire beneficial ownership of such 
security, as defined in Rule 13d-3(a) (Sec. 240.13d-3(a)) within sixty 
days, including but not limited to any right to acquire: (A) Through the 
exercise of any option, warrant or right; (B) through the conversion of 
a security; (C) pursuant to the power to revoke a trust, discretionary 
account, or similar arrangement; or (D) pursuant to the automatic 
termination of a trust, discretionary account or similar arrangement; 
provided, however, any person who acquires a security or power specified 
in paragraphs (d)(1)(i)(A), (B) or (C), of this section, with the 
purpose or effect of changing or influencing the control of the issuer, 
or in connection with or as a participant in any transaction having such 
purpose or effect, immediately upon such acquisition shall be deemed to 
be the beneficial owner of the securities which may be acquired through 
the exercise or conversion of such security or power. Any securities not 
outstanding which are subject to such options, warrants, rights or 
conversion privileges shall be deemed to be outstanding for the purpose 
of computing the percentage of outstanding securities of the class owned 
by such person but shall not be deemed to be outstanding for the purpose 
of computing the percentage of the class by any other person.
    (ii) Paragraph (d)(1)(i) of this section remains applicable for the 
purpose of determining the obligation to file with respect to the 
underlying security even though the option, warrant, right or 
convertible security is of a class of equity security, as defined in 
Sec. 240.13d-1(i), and may therefore give rise to a separate obligation 
to file.
    (2) A member of a national securities exchange shall not be deemed 
to be a beneficial owner of securities held directly or indirectly by it 
on behalf of another person solely because such member is the record 
holder of such securities and, pursuant to the rules of such exchange, 
may direct the vote of such securities, without instruction, on other 
than contested matters or matters that may affect substantially the 
rights or privileges of the holders of the securities to be voted, but 
is otherwise precluded by the rules of such exchange from voting without 
instruction.
    (3) A person who in the ordinary course of his business is a pledgee 
of securities under a written pledge agreement shall not be deemed to be 
the beneficial owner of such pledged securities until the pledgee has 
taken all formal steps necessary which are required to declare a default 
and determines that the power to vote or to direct the vote or to 
dispose or to direct the disposition of such pledged securities will be 
exercised, provided, that:
    (i) The pledgee agreement is bona fide and was not entered into with 
the purpose nor with the effect of changing or influencing the control 
of the issuer, nor in connection with any transaction having such 
purpose or effect, including any transaction subject to Rule 13d-3(b);
    (ii) The pledgee is a person specified in Rule 13d-1(b)(ii), 
including persons meeting the conditions set forth in paragraph (G) 
thereof; and
    (iii) The pledgee agreement, prior to default, does not grant to the 
pledgee;
    (A) The power to vote or to direct the vote of the pledged 
securities; or
    (B) The power to dispose or direct the disposition of the pledged 
securities, other than the grant of such power(s) pursuant to a pledge 
agreement under

[[Page 119]]

which credit is extended subject to regulation T (12 CFR 220.1 to 220.8) 
and in which the pledgee is a broker or dealer registered under section 
15 of the act.
    (4) A person engaged in business as an underwriter of securities who 
acquires securities through his participation in good faith in a firm 
commitment underwriting registered under the Securities Act of 1933 
shall not be deemed to be the beneficial owner of such securities until 
the expiration of forty days after the date of such acquisition.

(Secs. 3(b), 13(d)(1), 13(d)(2), 13(d)(5), 13(d)(6), 14(d)(1), 23; 48 
Stat. 882, 894, 895, 901; sec. 203(a), 49 Stat. 704, sec. 8, 49 Stat. 
1379; sec. 10, 78 Stat. 88a; secs. 2, 3, 82 Stat. 454, 455; secs. 1, 2, 
3-5, 84 Stat. 1497; secs. 3, 18, 89 Stat. 97, 155 (15 U.S.C. 78c(b), 
78m(d)(1), 89m(d)(2), 78m(d)(5), 78m(d)(6), 78n(d)(1), 78w)

[43 FR 18495, Apr. 28, 1978, as amended at 43 FR 29768, July 11, 1978; 
63 FR 2867, Jan. 16, 1998]



Sec. 240.13d-4  Disclaimer of beneficial ownership.

    Any person may expressly declare in any statement filed that the 
filing of such statement shall not be construed as an admission that 
such person is, for the purposes of sections 13(d) or 13(g) of the Act, 
the beneficial owner of any securities covered by the statement.

(Secs. 3(b), 13(d)(1), 13(d)(2), 13(d)(5), 13(d)(6), 14(d)(1), 23; 48 
Stat. 882, 894, 895, 901; sec. 203(a), 49 Stat. 704, sec. 8, 49 Stat. 
1379; sec. 10, 78 Stat. 88a; secs. 2, 3, 82 Stat. 454, 455; secs. 1, 2, 
3-5, 84 Stat. 1497; secs. 3, 18, 89 Stat. 97, 155 (15 U.S.C. 78c(b), 
78m(d)(1), 89m(d)(2), 78m(d)(5), 78m(d)(6), 78n(d)(1), 78w)



Sec. 240.13d-5  Acquisition of securities.

    (a) A person who becomes a beneficial owner of securities shall be 
deemed to have acquired such securities for purposes of section 13(d)(1) 
of the Act, whether such acquisition was through purchase or otherwise. 
However, executors or administrators of a decedent's estate generally 
will be presumed not to have acquired beneficial ownership of the 
securities in the decedent's estate until such time as such executors or 
administrators are qualified under local law to perform their duties.
    (b)(1) When two or more persons agree to act together for the 
purpose of acquiring, holding, voting or disposing of equity securities 
of an issuer, the group formed thereby shall be deemed to have acquired 
beneficial ownership, for purposes of sections 13(d) and (g) of the Act, 
as of the date of such agreement, of all equity securities of that 
issuer beneficially owned by any such persons.
    (2) Notwithstanding the previous paragraph, a group shall be deemed 
not to have acquired any equity securities beneficially owned by the 
other members of the group solely by virtue of their concerted actions 
relating to the purchase of equity securities directly from an issuer in 
a transaction not involving a public offering: Provided, That:
    (i) All the members of the group are persons specified in Rule 13d-
1(b)(1)(ii);
    (ii) The purchase is in the ordinary course of each member's 
business and not with the purpose nor with the effect of changing or 
influencing control of the issuer, nor in connection with or as a 
participant in any transaction having such purpose or effect, including 
any transaction subject to Rule 13d-3(b);
    (iii) There is no agreement among, or between any members of the 
group to act together with respect to the issuer or its securities 
except for the purpose of facilitating the specific purchase involved; 
and
    (iv) The only actions among or between any members of the group with 
respect to the issuer or its securities subsequent to the closing date 
of the non-public offering are those which are necessary to conclude 
ministerial matters directly related to the completion of the offer or 
sale of the securities.

(Secs. 3(b), 13(d)(1), 13(d)(2), 13(d)(5), 13(d)(6), 14(d)(1), 23; 48 
Stat. 882, 894, 895, 901; sec. 203(a), 49 Stat. 704, sec. 8, 49 Stat. 
1379; sec. 10, 78 Stat. 88a; secs. 2, 3, 82 Stat. 454, 455; secs. 1, 2, 
3-5, 84 Stat. 1497; secs. 3, 18, 89 Stat. 97, 155 (15 U.S.C. 78c(b), 
78m(d)(1), 89m(d)(2), 78m(d)(5), 78m(d)(6), 78n(d)(1), 78w))



Sec. 240.13d-6  Exemption of certain acquisitions.

    The acquisition of securities of an issuer by a person who, prior to 
such acquisition, was a beneficial owner of more than five percent of 
the outstanding securities of the same class as

[[Page 120]]

those acquired shall be exempt from section 13(d) of the Act: Provided, 
That:
    (a) The acquisition is made pursuant to preemptive subscription 
rights in an offering made to all holders of securities of the class to 
which the preemptive subscription rights pertain;
    (b) Such person does not acquire additional securities except 
through the exercise of his pro rata share of the preemptive 
subscription rights; and
    (c) The acquisition is duly reported, if required, pursuant to 
section 16(a) of the Act and the rules and regulations thereunder.

(Secs. 3(b), 13(d)(1), 13(d)(2), 13(d)(5), 13(d)(6), 14(d)(1), 23; 48 
Stat. 882, 894, 895, 901; sec. 203(a), 49 Stat. 704, sec. 8, 49 Stat. 
1379; sec. 10, 78 Stat. 88a; secs. 2, 3, 82 Stat. 454, 455; secs. 1, 2, 
3-5, 84 Stat. 1497; secs. 3, 18, 89 Stat. 97, 155 (15 U.S.C. 78c(b), 
78m(d)(1), 89m(d)(2), 78m(d)(5), 78m(d)(6), 78n(d)(1), 78w))



Sec. 240.13d-7  Dissemination.

    One copy of the Schedule filed pursuant to Secs. 240.13d-1 and 
240.13d-2 shall be sent to the issuer of the security at its principal 
executive office by registered or certified mail. A copy of Schedules 
filed pursuant to Secs. 240.13d-1(a) and 240.13d-2(a) shall also be sent 
to each national securities exchange where the security is traded.

[63 FR 2867, Jan. 16, 1998]



Sec. 240.13d-101  Schedule 13D--Information to be included in statements filed pursuant to Sec. 240.13d-1(a) and amendments thereto filed pursuant to 
          Sec. 240.13d-2(a).

Securities and Exchange Commission, Washington, D.C. 20549

Schedule 13D

Under the Securities Exchange Act of 1934

(Amendment No.__)*
_______________________________________________________________________
(Name of Issuer)
_______________________________________________________________________
(Title of Class of Securities)
_______________________________________________________________________
(CUSIP Number)
_______________________________________________________________________
(Name, Address and Telephone Number of Person Authorized to Receive 
          Notices and Communications)
_______________________________________________________________________
(Date of Event Which Requires Filing of This Statement)

    If the filing person has previously filed a statement on Schedule 
13G to report the acquisition that is the subject of this Schedule 13D, 
and is filing this schedule because of Secs. 240.13d-1(e), 240.13d-1(f) 
or 240.13d-1(g), check the following box. {time} 
    Note: Schedules filed in paper format shall include a signed 
original and five copies of the schedule, including all exhibits. See 
Rule 13d-7 for other parties to whom copies are to be sent.
    * The remainder of this cover page shall be filled out for a 
reporting person's initial filing on this form with respect to the 
subject class of securities, and for any subsequent amendment containing 
information which would alter disclosures provided in a prior cover 
page.
    The information required on the remainder of this cover page shall 
not be deemed to be ``filed'' for the purpose of section 18 of the 
Securities Exchange Act of 1934 (``Act'') or otherwise subject to the 
liabilities of that section of the Act but shall be subject to all other 
provisions of the Act (however, see the Notes).

                             CUSIP No.______
 
------------------------------------------------------------------------
(1) Names of reporting persons.........
  I.R.S. Identification Nos. of above
   persons (entities only)..
------------------------------------------------------------------------
(2) Check the appropriate box if a       (a)
 member of a group
                                        --------------------------------
           (see instructions)            (b)
 
------------------------------------------------------------------------
(3) SEC use only.......................
------------------------------------------------------------------------
(4) Source of funds (see instructions).
------------------------------------------------------------------------
(5) Check if disclosure of legal
 proceedings is required pursuant to
 Items 2(d) or 2(e).
------------------------------------------------------------------------
(6) Citizenship or place of
 organization.
------------------------------------------------------------------------

[[Page 121]]

 
Number of shares beneficially owned by
 each reporting person with:
  (7) Sole voting power................
                                        --------------------------------
  (8) Shared voting power..............
                                        --------------------------------
  (9) Sole dispositive power...........
                                        --------------------------------
  (10) Shared dispositive power........
------------------------------------------------------------------------
(11) Aggregate amount beneficially
 owned by each reporting person.
------------------------------------------------------------------------
(12) Check if the aggregate amount in
 Row (11) excludes certain shares (see
 instructions).
------------------------------------------------------------------------
(13) Percent of class represented by
 amount in Row (11).
------------------------------------------------------------------------
(14) Type of reporting person (see
 instructions).
------------------------------------------------------------------------

Page--of--Pages---------------------------------------------------------
Instructions for Cover Page

    (1) Names and I.R.S. Identifiaction Numbers of Reporting Persons-- 
Furnish the full legal name of each person for whom the report is 
filed--i.e., each person required to sign the schedule itself--including 
each member of a group. Do not include the name of a person required to 
be identified in the report but who is not a reporting person. Reporting 
persons that are entities are also requested to furnish their I.R.S. 
identification numbers, although disclosure of such numbers is 
voluntary, not mandatory (see ``SPECIAL INSTRUCTIONS FOR COMPLYING WITH 
SCHEDULE 13-D'' below).
    (2) If any of the shares beneficially owned by a reporting person 
are held as a member of the group and the membership is expressly 
affirmed, please check row 2(a). If the reporting person disclaims 
membership in a group or describes a relationship with other person but 
does not affirm the existence of a group, please check row 2(b) (unless 
it is a joint filing pursuant to Rule 13d-1(k)(1) in which case it may 
not be necessary to check row 2(b)).
    (3) The 3rd row is for SEC internal use; please leave blank.
    (4) Classify the source of funds or other consideration used or to 
be used in making the purchases as required to be disclosed pursuant to 
Item 3 of Schedule 13D and insert the appropriate symbol (or symbols if 
more than one is necessary) in row (4):

------------------------------------------------------------------------
              Category of Source                         Symbol
------------------------------------------------------------------------
Subject Company (Company whose securities are  SC
 being acquired).
Bank.........................................  BK
Affiliate (of reporting person)..............  AF
Working Capital (of reporting person)........  WC
Personal Funds (of reporting person).........  PF
Other........................................  OO
------------------------------------------------------------------------

    (5) If disclosure of legal proceedings or actions is required 
pursuant to either Items 2(d) or 2(e) of Schedule 13D, row 5 should be 
checked.
    (6) Citizenship or Place of Organization--Furnish citizenship if the 
named reporting person is a natural person. Otherwise, Furnish place of 
organization. (See Item 2 of Schedule 13D).
    (7)-(11) [Reserved]
    (12) Check if the aggregate amount reported as beneficially owned in 
row (11) does not include shares which the reporting person discloses in 
the report but as to which beneficial ownership is disclaimed pursuant 
to Rule 13d-4 [17 CFR 240.13d-4] under the Securities Exchange Act of 
1934.
    (13) Aggregate Amount Beneficially Owned by Each Reporting Person, 
Etc.--Rows (7) through (11), inclusive, and (13) are to be completed in 
accordance with the provisions of Item 5 of Schedule 13D. All 
percentages are to be rounded off to nearest tenth (one place after 
decimal point).
    (14) Type of Reporting Person--Please classify each ``reporting 
person'' according to the following breakdown and place the appropriate 
symbol (or symbols, i.e., if more than one is applicable, insert all 
applicable symbols) on the form:

------------------------------------------------------------------------
                  Category                              Symbol
------------------------------------------------------------------------
Broker Dealer...............................  BD
Bank........................................  BK
Insurance Company...........................  IC
Investment Company..........................  IV
Investment Adviser..........................  IA
Employee Benefit Plan or Endowment Fund.....  EP
Parent Holding Company/Control Person.......  HC
Savings Association.........................  SA
Church Plan.................................  CP
Corporation.................................  CO
Partnership.................................  PN
Individual..................................  IN
Other.......................................  OO
------------------------------------------------------------------------


[[Page 122]]

    Notes: Attach as many copies of the second part of the cover page as 
are needed, one reporting person per page.

    Filing persons may, in order to avoid unnecessary duplication, 
answer items on the schedules (Schedule 13D, 13G, or 14D-1) by 
appropriate cross references to an item or items on the cover page(s). 
This approach may only be used where the cover page item or items 
provide all the disclosure required by the schedule item. Moreover, such 
a use of a cover page item will result in the item becoming a part of 
the schedule and accordingly being considered as ``filed'' for purposes 
of section 18 of the Securities Exchange Act or otherwise subject to the 
liabilities of that section of the Act.
    Reporting persons may comply with their cover page filing 
requirements by filing either completed copies of the blank forms 
available from the Commission, printed or typed facsimiles, or computer 
printed facsimiles, provided the documents filed have identical formats 
to the forms prescribed in the Commission's regulations and meet 
existing Securities Exchange Act rules as to such matters as clarity and 
size (Securities Exchange Act Rule 12b-12).

          Special Instructions for Complying With Schedule 13D

    Under sections 13(d) and 23 of the Securities Exchange Act of 1934 
and the rules and regulations thereunder, the Commission is authorized 
to solicit the information required to be supplied by this schedule by 
certain security holders of certain issuers.
    Disclosure of the information specified in this schedule is 
mandatory, except for I.R.S. identification numbers, disclosure of which 
is voluntary. The information will be used for the primary purpose of 
determining and disclosing the holdings of certain beneficial owners of 
certain equity securities. This statement will be made a matter of 
public record. Therefore, any information given will be available for 
inspection by any member of the public.
    Because of the public nature of the information, the Commission can 
utilize it for a variety of purposes, including referral to other 
governmental authorities or securities self-regulatory organizations for 
investigatory purposes or in connection with litigation involving the 
Federal securities laws or other civil, criminal or regulatory statutes 
or provisions. I.R.S. identification numbers, if furnished, will assist 
the Commission in identifying security holders and, therefore, in 
promptly processing statements of beneficial ownership of securities.
    Failure to disclose the information requested by this schedule, 
except for I.R.S. identification numbers, may result in civil or 
criminal action against the persons involved for violation of the 
Federal securities laws and rules promulgated thereunder.

    Instructions. A. The item numbers and captions of the items shall be 
included but the text of the items is to be omitted. The answers to the 
items shall be so prepared as to indicate clearly the coverage of the 
items without referring to the text of the items. Answer every item. If 
an item is inapplicable or the answer is in the negative, so state.
    B. Information contained in exhibits to the statement may be 
incorporated by reference in answer or partial answer to any item or 
sub-item of the statement unless it would render such answer misleading, 
incomplete, unclear or confusing. Material incorporated by reference 
shall be clearly identified in the reference by page, paragraph, caption 
or otherwise. An express statement that the specified matter is 
incorporated by reference shall be made at the particular place in the 
statement where the information is required. A copy of any information 
or a copy of the pertinent pages of a document containing such 
information which is incorporated by reference shall be submitted with 
this statement as an exhibit and shall be deemed to be filed with the 
Commission for all purposes of the Act.
    C. If the statement is filed by a general or limited partnership, 
syndicate, or other group, the information called for by Items 2-6, 
inclusive, shall be given with respect to (i) each partner of such 
general partnership; (ii) each partner who is denominated as a general 
partner or who functions as a general partner of such limited 
partnership; (iii) each member of such syndicate or group; and (iv) each 
person controlling such partner or member. If the statement is filed by 
a corporation or if a person referred to in (i), (ii), (iii) or (iv) of 
this Instruction is a corporation, the information called for by the 
above mentioned items shall be given with respect to (a) each executive 
officer and director of such corporation; (b) each person controlling 
such corporation; and (c) each executive officer and director of any 
corporation or other person ultimately in control of such corporation.
    Item 1. Security and Issuer. State the title of the class of equity 
securities to which this statement relates and the name and address of 
the principal executive offices of the issuer of such securities.
    Item 2. Identity and Background. If the person filing this statement 
or any person enumerated in Instruction C of this statement is a 
corporation, general partnership, limited partnership, syndicate or 
other group of persons, state its name, the state or other place of its 
organization, its principal business, the address of its principal 
office and the information required by (d) and (e) of this Item. If the 
person filing this statement or any person enumerated in Instruction C 
is a natural person, provide the information

[[Page 123]]

specified in (a) through (f) of this Item with respect to such 
person(s).
    (a) Name;
    (b) Residence or business address;
    (c) Present principal occupation or employment and the name, 
principal business and address of any corporation or other organization 
in which such employment is conducted;
    (d) Whether or not, during the last five years, such person has been 
convicted in a criminal proceeding (excluding traffic violations or 
similar misdemeanors) and, if so, give the dates, nature of conviction, 
name and location of court, any penalty imposed, or other disposition of 
the case;
    (e) Whether or not, during the last five years, such person was a 
party to a civil proceeding of a judicial or administrative body of 
competent jurisdiction and as a result of such proceeding was or is 
subject to a judgment, decree or final order enjoining future violations 
of, or prohibiting or mandating activities subject to, federal or state 
securities laws or finding any violation with respect to such laws; and, 
if so, identify and describe such proceedings and summarize the terms of 
such judgment, decree or final order; and
    (f) Citizenship.
    Item 3. Source and Amount of Funds or Other Consideration. State the 
source and the amount of funds or other consideration used or to be used 
in making the purchases, and if any part of the purchase price is or 
will be represented by funds or other consideration borrowed or 
otherwise obtained for the purpose of acquiring, holding, trading or 
voting the securities, a description of the transaction and the names of 
the parties thereto. Where material, such information should also be 
provided with respect to prior acquisitions not previously reported 
pursuant to this regulation. If the source of all or any part of the 
funds is a loan made in the ordinary course of business by a bank, as 
defined in section 3(a)(6) of the Act, the name of the bank shall not be 
made available to the public if the person at the time of filing the 
statement so requests in writing and files such request, naming such 
bank, with the Secretary of the Commission. If the securities were 
acquired other than by purchase, describe the method of acquisition.
    Item 4. Purpose of Transaction. State the purpose or purposes of the 
acquisition of securities of the issuer. Describe any plans or proposals 
which the reporting persons may have which relate to or would result in:
    (a) The acquisition by any person of additional securities of the 
issuer, or the disposition of securities of the issuer;
    (b) An extraordinary corporate transaction, such as a merger, 
reorganization or liquidation, involving the issuer or any of its 
subsidiaries;
    (c) A sale or transfer of a material amount of assets of the issuer 
or any of its subsidiaries;
    (d) Any change in the present board of directors or management of 
the issuer, including any plans or proposals to change the number or 
term of directors or to fill any existing vacancies on the board;
    (e) Any material change in the present capitalization or dividend 
policy of the issuer;
    (f) Any other material change in the issuer's business or corporate 
structure, including but not limited to, if the issuer is a registered 
closed-end investment company, any plans or proposals to make any 
changes in its investment policy for which a vote is required by section 
13 of the Investment Company Act of 1940;
    (g) Changes in the issuer's charter, bylaws or instruments 
corresponding thereto or other actions which may impede the acquisition 
of control of the issuer by any person;
    (h) Causing a class of securities of the issuer to be delisted from 
a national securities exchange or to cease to be authorized to be quoted 
in an inter-dealer quotation system of a registered national securities 
association;
    (i) A class of equity securities of the issuer becoming eligible for 
termination of registration pursuant to section 12(g)(4) of the Act; or
    (j) Any action similar to any of those enumerated above.
    Item 5. Interest in Securities of the Issuer. (a) State the 
aggregate number and percentage of the class of securities identified 
pursuant to Item 1 (which may be based on the number of securities 
outstanding as contained in the most recently available filing with the 
Commission by the issuer unless the filing person has reason to believe 
such information is not current) beneficially owned (identifying those 
shares which there is a right to acquire) by each person named in Item 
2. The above mentioned information should also be furnished with respect 
to persons who, together with any of the persons named in Item 2, 
comprise a group within the meaning of section 13(d)(3) of the Act;
    (b) For each person named in response to paragraph (a), indicate the 
number of shares as to which there is sole power to vote or to direct 
the vote, sole power to dispose or to direct the disposition, or shared 
power to dispose or to direct the disposition. Provide the applicable 
information required by Item 2 with respect to each person with whom the 
power to vote or to direct the vote or to dispose or direct the 
disposition is shared;
    (c) Describe any transactions in the class of securities reported on 
that were effected during the past sixty days or since the most recent 
filing of Schedule 13D (Sec. 240.13d-101), whichever is less, by the 
persons named in response to paragraph (a).

[[Page 124]]

    Instruction. The description of a transaction required by Item 5(c) 
shall include, but not necessarily be limited to: (1) The identity of 
the person covered by Item 5(c) who effected the transaction; (2) the 
date of transaction; (3) the amount of securities involved; (4) the 
price per share or unit; and (5) where and how the transaction was 
effected.
    (d) If any other person is known to have the right to receive or the 
power to direct the receipt of dividends from, or the proceeds from the 
sale of, such securities, a statement to that effect should be included 
in response to this item and, if such interest relates to more than five 
percent of the class, such person should be identified. A listing of the 
shareholders of an investment company registered under the Investment 
Company Act of 1940 or the beneficiaries of an employee benefit plan, 
pension fund or endowment fund is not required.
    (e) If applicable, state the date on which the reporting person 
ceased to be the beneficial owner of more than five percent of the class 
of securities.
    Instruction. For computations regarding securities which represent a 
right to acquire an underlying security, see Rule 13d-3(d)(1) and the 
note thereto.
    Item 6. Contracts, Arrangements, Understandings or Relationships 
With Respect to Securities of the Issuer. Describe any contracts, 
arrangements, understandings or relationships (legal or otherwise) among 
the persons named in Item 2 and between such persons and any person with 
respect to any securities of the issuer, including but not limited to 
transfer or voting of any of the securities, finder's fees, joint 
ventures, loan or option arrangements, puts or calls, guarantees of 
profits, division of profits or loss, or the giving or withholding of 
proxies, naming the persons with whom such contracts, arrangements, 
understandings or relationships have been entered into. Include such 
information for any of the securities that are pledged or otherwise 
subject to a contingency the occurrence of which would give another 
person voting power or investment power over such securities except that 
disclosure of standard default and similar provisions contained in loan 
agreements need not be included.
    Item 7. Material to be Filed as Exhibits. The following shall be 
filed as exhibits: Copies of written agreements relating to the filing 
of joint acquisition statements as required by Rule 13d-1(k) and copies 
of all written agreements, contracts, arrangements, understanding, plans 
or proposals relating to: (1) The borrowing of funds to finance the 
acquisition as disclosed in Item 3; (2) the acquisition of issuer 
control, liquidation, sale of assets, merger, or change in business or 
corporate structure, or any other matter as disclosed in Item 4; and (3) 
the transfer or voting of the securities, finder's fees, joint ventures, 
options, puts, calls, guarantees of loans, guarantees against loss or of 
profit, or the giving or withholding of any proxy as disclosed in Item 
6.
    Signature. After reasonable inquiry and to the best of my knowledge 
and belief, I certify that the information set forth in this statement 
is true, complete and correct.
Date____________________________________________________________________
Signature_______________________________________________________________
Name/Title______________________________________________________________
    The original statement shall be signed by each person on whose 
behalf the statement is filed or his authorized representative. If the 
statement is signed on behalf of a person by his authorized 
representative (other than an executive officer or general partner of 
the filing person), evidence of the representative's authority to sign 
on behalf of such person shall be filed with the statement: Provided, 
however, That a power of attorney for this purpose which is already on 
file with the Commission may be incorporated by reference. The name and 
any title of each person who signs the statement shall be typed or 
printed beneath his signature.
    Attention--Intentional misstatements or omissions of fact constitute 
Federal criminal violations (See 18 U.S.C. 1001).

(Secs. 13(d), 13(g), 14(d), 23, 48 Stat. 894, 895, 901; sec. 8, 49 Stat. 
1379; sec. 203(a), 49 Stat. 704; sec. 10, 78 Stat. 88a; secs. 2, 3, 82 
Stat. 454, 455; secs. 1, 2, 3-5, 84 Stat. 1497; sec. 18, 89 Stat. 155; 
secs. 202, 203, 91 Stat. 1494, 1498, 1499; 15 U.S.C. 78m(d), 78m(g), 
78n(d), 78w)

[44 FR 2145, Jan. 9, 1979; 44 FR 11751, Mar. 2, 1979; 44 FR 70340, Dec. 
6, 1979; 47 FR 11466, Mar. 16, 1982; 61 FR 49959, Sept. 24, 1996; 62 FR 
35340, July 1, 1997; 63 FR 2867, Jan. 16, 1998; 63 FR 15287, Mar. 31, 
1998]



Sec. 240.13d-102  Schedule 13G--Information to be included in statements filed pursuant to Sec. 240.13d-1(b), (c), and (d) and amendments thereto filed pursuant 
          to Sec. 240.13d-2.

Securities and Exchange Commission, Washington, D.C. 20549

Schedule 13G

Under the Securities Exchange Act of 1934

(Amendment No.__)*
_______________________________________________________________________
(Name of Issuer)
_______________________________________________________________________
(Title of Class of Securities)
_______________________________________________________________________
(CUSIP Number)
_______________________________________________________________________
(Date of Event Which Requires Filing of this Statement)

    Check the appropriate box to designate the rule pursuant to which 
this Schedule is filed:

[ ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)


[[Page 125]]


    *The remainder of this cover page shall be filled out for a 
reporting person's initial filing on this form with respect to the 
subject class of securities, and for any subsequent amendment containing 
information which would alter the disclosures provided in a prior cover 
page.
    The information required in the remainder of this cover page shall 
not be deemed to be ``filed'' for the purpose of Section 18 of the 
Securities Exchange Act of 1934 (``Act'') or otherwise subject to the 
liabilities of that section of the Act but shall be subject to all other 
provisions of the Act (however, see the Notes).

                             CUSIP No.______
 
------------------------------------------------------------------------
(1) Names of reporting persons.........
  I.R.S. Identification Nos. of above
   persons (entities only)..
------------------------------------------------------------------------
(2) Check the appropriate box if a       (a)
 member of a group
                                        --------------------------------
           (see instructions)            (b)
 
------------------------------------------------------------------------
(3) SEC use only.......................
------------------------------------------------------------------------
(4) Citizenship or place of
 organization.
------------------------------------------------------------------------
Number of shares beneficially owned by
 each reporting person with:
  (5) Sole voting power................
                                        --------------------------------
  (6) Shared voting power..............
                                        --------------------------------
  (7) Sole dispositive power...........
                                        --------------------------------
  (8) Shared dispositive power.........
------------------------------------------------------------------------
(9) Aggregate amount beneficially owned
 by each reporting person.
------------------------------------------------------------------------
(10) Check if the aggregate amount in
 Row (9) excludes certain shares (see
 instructions).
------------------------------------------------------------------------
(11) Percent of class represented by
 amount in Row (9).
------------------------------------------------------------------------
(12) Type of reporting person (see
 instructions).
------------------------------------------------------------------------

Page--of--Pages---------------------------------------------------------
Instructions for Cover Page:

    (1) Names and I.R.S. Identification Numbers of Reporting Persons-- 
Furnish the full legal name of each person for whom the report is 
filed--i.e., each person required to sign the schedule itself--including 
each member of a group. Do not include the name of a person required to 
be identified in the report but who is not a reporting person. Reporting 
persons that are entities are also requested to furnish their I.R.S. 
identification numbers, although disclosure of such numbers is 
voluntary, not mandatory (see ``SPECIAL INSTRUCTIONS FOR COMPLYING WITH 
SCHEDULE 13G'', below).
    (2) If any of the shares beneficially owned by a reporting person 
are held as a member of a group and that membership is expressly 
affirmed, please check row 2(a). If the reporting person disclaims 
membership in a group or describes a relationship with other person but 
does not affirm the existence of a group, please check row 2(b) [unless 
it is a joint filing pursuant to Rule 13d-1(k)(1) in which case it may 
not be necessary to check row 2(b)].
    (3) The third row is for SEC internal use; please leave blank.
    (4) Citizenship or Place of Organization--Furnish citizenship if the 
named reporting person is a natural person. Otherwise, furnish place of 
organization.
    (5)-(9), (11) Aggregated Amount Beneficially Owned By Each Reporting 
Person, etc.--Rows (5) through (9) inclusive, and (11) are to be 
completed in accordance with the provisions of Item 4 of Schedule 13G. 
All percentages are to be rounded off to the nearest tenth (one place 
after decimal point).
    (10) Check if the aggregate amount reported as beneficially owned in 
row (9) does not include shares as to which beneficial ownership is 
disclaimed pursuant to Rule 13d-4 [17 CFR 240.13d-4] under the 
Securities Exchange Act of 1934.
    (12) Type of Reporting Person--Please classify each ``reporting 
person'' according to the following breakdown (see Item 3 of

[[Page 126]]

Schedule 13G) and place the appropriate symbol on the form:

------------------------------------------------------------------------
                  Category                              Symbol
------------------------------------------------------------------------
Broker Dealer...............................  BD
Bank........................................  BK
Insurance Company...........................  IC
Investment Company..........................  IV
Investment Adviser..........................  IA
Employee Benefit Plan or Endowment Fund.....  EP
Parent Holding Company/Control Person.......  HC
Savings Association.........................  SA
Church Plan.................................  CP
Corporation.................................  CO
Partnership.................................  PN
Individual..................................  IN
Other.......................................  OO
------------------------------------------------------------------------

    Notes: Attach as many copies of the second part of the cover page as 
are needed, one reporting person per page.
    Filing persons may, in order to avoid unnecessary duplication, 
answer items on the schedules (Schedule 13D, 13G, or 14D-1) by 
appropriate cross references to an item or items on the cover page(s). 
This approach may only be used where the cover page item or items 
provide all the disclosure required by the schedule item. Moreover, such 
a use of a cover page item will result in the item becoming a part of 
the schedule and accordingly being considered as ``filed'' for purposes 
of section 18 of the Securities Exchange Act or otherwise subject to the 
liabilities of that section of the Act.
    Reporting persons may comply with their cover page filing 
requirements by filing either completed copies of the blank forms 
available from the Commission, printed or typed facsimiles, or computer 
printed facsimiles, provided the documents filed have identical formats 
to the forms prescribed in the Commission's regulations and meet 
existing Securities Exchange Act rules as to such matters as clarity and 
size (Securities Exchange Act Rule 12b-12).

          Special Instructions for Complying With Schedule 13G

    Under Sections 13 (d), 13(g) and 23 of the Securities Exchange Act 
of 1934 and the rules and regulations thereunder, the Commission is 
authorized to solicit the information required to be supplied by this 
schedule by certain security holders of certain issuers.
    Disclosure of the information specified in this schedule is 
mandatory, except for I.R.S. identification numbers, disclosure of which 
is voluntary. The information will be used for the primary purpose of 
determining and disclosing the holdings of certain beneficial owners of 
certain equity securities. This statement will be made a matter of 
public record. Therefore, any information given will be available for 
inspection by any member of the public.
    Because of the public nature of the information, the Commission can 
use it for a variety of purposes, including referral to other 
governmental authorities or securities self-regulatory organizations for 
investigatory purposes or in connection with litigation involving the 
Federal securities laws or other civil, criminal or regulatory statutes 
or provisions. I.R.S. identification numbers, if furnished, will assist 
the Commission in identifying security holders and, therefore, in 
promptly processing statements of beneficial ownership of securities.
    Failure to disclose the information requested by this schedule, 
except for I.R.S. identification numbers, may result in civil or 
criminal action against the persons involved for violation of the 
Federal securities laws and rules promulgated thereunder.
    Instructions. A. Statements filed pursuant to Rule 13d-1(b) 
containing the information required by this schedule shall be filed not 
later than February 14 following the calendar year covered by the 
statement or within the time specified in Rules 13d-1(b)(2) and 13d-
2(c). Statements filed pursuant to Rule 13d-1(d) shall be filed within 
the time specified in Rules 13d-1(c), 13d-2(b) and 13d-2(d). Statements 
filed pursuant to Rule 13d-1(c) shall be filed not later than February 
14 following the calendar year covered by the statement pursuant to 
Rules 13d-1(d) and 13d-2(b).
    B. Information contained in a form which is required to be filed by 
rules under section 13(f) (15 U.S.C. 78m(f)) for the same calendar year 
as that covered by a statement on this schedule may be incorporated by 
reference in response to any of the items of this schedule. If such 
information is incorporated by reference in this schedule, copies of the 
relevant pages of such form shall be filed as an exhibit to this 
schedule.
    C. The item numbers and captions of the items shall be included but 
the text of the items is to be omitted. The answers to the items shall 
be so prepared as to indicate clearly the coverage of the items without 
referring to the text of the items. Answer every item. If an item is 
inapplicable or the answer is in the negative, so state.
    Item 1(a) Name of issuer:______
    Item 1(b) Address of issuer's principal executive offices:________
    2(a) Name of person filing:
_______________________________________________________________________
    2(b) Address or principal business office or, if none, residence:
_______________________________________________________________________
    2(c) Citizenship:
_______________________________________________________________________
    2(d) Title of class of securities:
_______________________________________________________________________
    2(e) CUSIP No.:
_______________________________________________________________________

[[Page 127]]

    Item 3. If this statement is filed pursuant to Secs. 240.13d-1(b) or 
240.13d-2(b) or (c), check whether the person filing is a:
    (a) [ ] Broker or dealer registered under section 15 of the Act (15 
U.S.C. 78o).
    (b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 
78c).
    (c) [ ] Insurance company as defined in section 3(a)(19) of the Act 
(15 U.S.C. 78c).
    (d) [ ] Investment company registered under section 8 of the 
Investment Company Act of 1940 (15 U.S.C 80a-8).
    (e) [ ] An investment adviser in accordance with Sec. 240.13d-
1(b)(1)(ii)(E);
    (f) [ ] An employee benefit plan or endowment fund in accordance 
with Sec. 240.13d-1(b)(1)(ii)(F);
    (g) [ ] A parent holding company or control person in accordance 
with Sec. 240.13d-1(b)(1)(ii)(G);
    (h) [ ] A savings associations as defined in Section 3(b) of the 
Federal Deposit Insurance Act (12 U.S.C. 1813);
    (i) [ ] A church plan that is excluded from the definition of an 
investment company under section 3(c)(14) of the Investment Company Act 
of 1940 (15 U.S.C. 80a-3);
    (j) [ ] Group, in accordance with Sec. 240.13d-1(b)(1)(ii)(J).

                            Item 4. Ownership

    Provide the following information regarding the aggregate number and 
percentage of the class of securities of the issuer identified in Item 
1.
    (a) Amount beneficially owned: __________.
    (b) Percent of class: __________.
    (c) Number of shares as to which the person has:
    (i) Sole power to vote or to direct the vote __________.
    (ii) Shared power to vote or to direct the vote __________.
    (iii) Sole power to dispose or to direct the disposition of 
__________.
    (iv) Shared power to dispose or to direct the disposition of 
__________.
    Instruction. For computations regarding securities which represent a 
right to acquire an underlying security see Sec. 240.13d-3(d)(1).
    Item 5. Ownership of 5 Percent or Less of a Class. If this statement 
is being filed to report the fact that as of the date hereof the 
reporting person has ceased to be the beneficial owner of more than 5 
percent of the class of securities, check the following [  ].
    Instruction. Dissolution of a group requires a response to this 
item.
    Item 6. Ownership of More than 5 Percent on Behalf of Another 
Person. If any other person is known to have the right to receive or the 
power to direct the receipt of dividends from, or the proceeds from the 
sale of, such securities, a statement to that effect should be included 
in response to this item and, if such interest relates to more than 5 
percent of the class, such person should be identified. A listing of the 
shareholders of an investment company registered under the Investment 
Company Act of 1940 or the beneficiaries of employee benefit plan, 
pension fund or endowment fund is not required.
    Item 7. Identification and Classification of the Subsidiary Which 
Acquired the Security Being Reported on by the Parent Holding Company or 
Control Person. If a parent holding company or control person has filed 
this schedule pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under 
Item 3(g) and attach an exhibit stating the identity and the Item 3 
classification of the relevant subsidiary. If a parent holding company 
or control person has filed this schedule pursuant to Rule 13d-1(c) or 
Rule 13d-1(d), attach an exhibit stating the identification of the 
relevant subsidiary.

    Item 8. Identification and Classification of Members of the Group

    If a group has filed this schedule pursuant to Sec. 240.13d-
1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit 
stating the identity and Item 3 classification of each member of the 
group. If a group has filed this schedule pursuant to Rule 13d-1(c) or 
Rule 13d-1(d), attach an exhibit stating the identity of each member of 
the group.
    Item 9. Notice of Dissolution of Group. Notice of dissolution of a 
group may be furnished as an exhibit stating the date of the dissolution 
and that all further filings with respect to transactions in the 
security reported on will be filed, if required, by members of the 
group, in their individual capacity. See Item 5.

                         Item 10. Certifications

    (a) The following certification shall be included if the statement 
is filed pursuant to Sec. 240.13d-1(b):
    By signing below I certify that, to the best of my knowledge and 
belief, the securities referred to above were acquired and are held in 
the ordinary course of business and were not acquired and are not held 
for the purpose of or with the effect of changing or influencing the 
control of the issuer of the securities and were not acquired and are 
not held in connection with or as a participant in any transaction 
having that purpose or effect.
    (b) The following certification shall be included if the statement 
is filed pursuant to Sec. 240.13d-1(c):
    By signing below I certify that, to the best of my knowledge and 
belief, the securities referred to above were not acquired and are not 
held for the purpose of or with the effect of changing or influencing 
the control of the issuer of the securities and were not acquired and 
are not held in connection with or as a participant in any transaction 
having that purpose or effect.

[[Page 128]]

    Signature. After reasonable inquiry and to the best of my knowledge 
and belief, I certify that the information set forth in this statement 
is true, complete and correct.
    Dated:____
                                                             __________.
                                                              Signature.
                                                             __________.
                                                             Name/Title.

    The original statement shall be signed by each person on whose 
behalf the statement is filed or his authorized representative. If the 
statement is signed on behalf of a person by his authorized 
representative other than an executive officer or general partner of the 
filing person, evidence of the representative's authority to sign on 
behalf of such person shall be filed with the statement, Provided, 
however, That a power of attorney for this purpose which is already on 
file with the Commission may be incorporated by reference. The name and 
any title of each person who signs the statement shall be typed or 
printed beneath his signature.
    Note: Schedules filed in paper format shall include a signed 
original and five copies of the schedule, including all exhibits. See 
Rule 13d-7 for other parties for whom copies are to be sent.
    Attention: Intentional misstatements or omissions of fact constitute 
Federal criminal violations (see 18 U.S.C. 1001).

(Secs. 3(b), 13(d)(1), 13(d)(2), 13(d)(5), 13(d)(6), 13(g)(1), 13(g)(2), 
13(g)(5), 23, 48 Stat. 882, 894, 901; sec. 203(a), 49 Stat. 704; sec. 8, 
49 Stat. 1379; sec. 10, 78 Stat. 88a; sec. 2, 82 Stat. 454; secs. 1, 2, 
84 Stat. 1497; secs. 3, 10, 18, 89 Stat. 97, 119, 155; secs. 202, 203, 
91 Stat. 1494, 1498, 1499; (15 U.S.C. 78c(b), 78m(d)(1), 78m(d)(2), 
78m(d)(5), 78m(d)(6), 78m(g)(1), 78m(g)(2), 78m(g)(5), 78w))

[43 FR 18499, Apr. 28, 1978, as amended at 43 FR 55756, Nov. 29, 1978; 
44 FR 2148, Jan. 9, 1979; 44 FR 11751, Mar. 2, 1979; 61 FR 49959, Sept. 
24, 1996; 62 FR 35340, July 1, 1997; 63 FR 2867, Jan. 16, 1998; 63 FR 
15287, Mar. 31, 1998]



Sec. 240.13e-1  Purchase of securities by the issuer during a third-party tender offer.

    An issuer that has received notice that it is the subject of a 
tender offer made under Section 14(d)(1) of the Act (15 U.S.C. 78n), 
that has commenced under Sec. 240.14d-2 must not purchase any of its 
equity securities during the tender offer unless the issuer first:
    (a) Files a statement with the Commission containing the following 
information:
    (1) The title and number of securities to be purchased;
    (2) The names of the persons or classes of persons from whom the 
issuer will purchase the securities;
    (3) The name of any exchange, inter-dealer quotation system or any 
other market on or through which the securities will be purchased;
    (4) The purpose of the purchase;
    (5) Whether the issuer will retire the securities, hold the 
securities in its treasury, or dispose of the securities. If the issuer 
intends to dispose of the securities, describe how it intends to do so; 
and
    (6) The source and amount of funds or other consideration to be used 
to make the purchase. If the issuer borrows any funds or other 
consideration to make the purchase or enters any agreement for the 
purpose of acquiring, holding, or trading the securities, describe the 
transaction and agreement and identify the parties; and
    (b) Pays the fee required by Sec. 240.0-11 when it files the initial 
statement.
    (c) This section does not apply to periodic repurchases in 
connection with an employee benefit plan or other similar plan of the 
issuer so long as the purchases are made in the ordinary course and not 
in response to the tender offer.

    Instruction to Sec. 240.13e-1:
    File eight copies if paper filing is permitted.

[64 FR 61452, Nov. 10, 1999]



Sec. 240.13e-2  [Reserved]



Sec. 240.13e-3  Going private transactions by certain issuers or their affiliates.

    (a) Definitions. Unless indicated otherwise or the context otherwise 
requires, all terms used in this section and in Schedule 13E-3 
[Sec. 240.13e-100] shall have the same meaning as in the Act or 
elsewhere in the General Rules and Regulations thereunder. In addition, 
the following definitions apply:
    (1) An affiliate of an issuer is a person that directly or 
indirectly through one or more intermediaries controls, is controlled 
by, or is under common control with such issuer. For the purposes of 
this section only, a person who is not an affiliate of an issuer at the 
commencement of such person's tender offer for a class of equity 
securities of

[[Page 129]]

such issuer will not be deemed an affiliate of such issuer prior to the 
stated termination of such tender offer and any extensions thereof;
    (2) The term purchase means any acquisition for value including, but 
not limited to, (i) any acquisition pursuant to the dissolution of an 
issuer subsequent to the sale or other disposition of substantially all 
the assets of such issuer to its affiliate, (ii) any acquisition 
pursuant to a merger, (iii) any acquisition of fractional interests in 
connection with a reverse stock split, and (iv) any acquisition subject 
to the control of an issuer or an affiliate of such issuer;
    (3) A Rule 13e-3 transaction is any transaction or series of 
transactions involving one or more of the transactions described in 
paragraph (a)(3)(i) of this section which has either a reasonable 
likelihood or a purpose of producing, either directly or indirectly, any 
of the effects described in paragraph (a)(3)(ii) of this section;
    (i) The transactions referred to in paragraph (a)(3) of this section 
are:
    (A) A purchase of any equity security by the issuer of such security 
or by an affiliate of such issuer;
    (B) A tender offer for or request or invitation for tenders of any 
equity security made by the issuer of such class of securities or by an 
affiliate of such issuer; or
    (C) A solicitation subject to Regulation 14A [Secs. 240.14a-1 to 
240.14b-1] of any proxy, consent or authorization of, or a distribution 
subject to Regulation 14C [Secs. 240.14c-1 to 14c-101] of information 
statements to, any equity security holder by the issuer of the class of 
securities or by an affiliate of such issuer, in connection with: a 
merger, consolidation, reclassification, recapitalization, 
reorganization or similar corporate transaction of an issuer or between 
an issuer (or its subsidiaries) and its affiliate; a sale of 
substantially all the assets of an issuer to its affiliate or group of 
affiliates; or a reverse stock split of any class of equity securities 
of the issuer involving the purchase of fractional interests.
    (ii) The effects referred to in paragraph (a)(3) of this section 
are:
    (A) Causing any class of equity securities of the issuer which is 
subject to section 12(g) or section 15(d) of the Act to be held of 
record by less than 300 persons; or
    (B) Causing any class of equity securities of the issuer which is 
either listed on a national securities exchange or authorized to be 
quoted in an inter-dealer quotation system of a registered national 
securities association to be neither listed on any national securities 
exchange nor authorized to be quoted on an inter-dealer quotation system 
of any registered national securities association.
    (4) An unaffiliated security holder is any security holder of an 
equity security subject to a Rule 13e-3 transaction who is not an 
affiliate of the issuer of such security.
    (b) Application of section to an issuer (or an affiliate of such 
issuer) subject to section 12 of the Act. (1) It shall be a fraudulent, 
deceptive or manipulative act or practice, in connection with a Rule 
13e-3 transaction, for an issuer which has a class of equity securities 
registered pursuant to section 12 of the Act or which is a closed-end 
investment company registered under the Investment Company Act of 1940, 
or an affiliate of such issuer, directly or indirectly
    (i) To employ any device, scheme or artifice to defraud any person;
    (ii) To make any untrue statement of a material fact or to omit to 
state a material fact necessary in order to make the statements made, in 
light of the circumstances under which they were made, not misleading; 
or
    (iii) To engage in any act, practice or course of business which 
operates or would operate as a fraud or deceit upon any person.
    (2) As a means reasonably designed to prevent fraudulent, deceptive 
or manipulative acts or practices in connection with any Rule 13e-3 
transaction, it shall be unlawful for an issuer which has a class of 
equity securities registered pursuant to section 12 of the Act, or an 
affiliate of such issuer, to engage, directly or indirectly, in a Rule 
13e-3 transaction unless:
    (i) Such issuer or affiliate complies with the requirements of 
paragraphs (d), (e) and (f) of this section; and

[[Page 130]]

    (ii) The Rule 13e-3 transaction is not in violation of paragraph 
(b)(1) of this section.
    (c) Application of section to an issuer (or an affiliate of such 
issuer) subject to section 15(d) of the Act. (1) It shall be unlawful as 
a fraudulent, deceptive or manipulative act or practice for an issuer 
which is required to file periodic reports pursuant to Section 15(d) of 
the Act, or an affiliate of such issuer, to engage, directly or 
indirectly, in a Rule 13e-3 transaction unless such issuer or affiliate 
complies with the requirements of paragraphs (d), (e) and (f) of this 
section.
    (2) An issuer or affiliate which is subject to paragraph (c)(1) of 
this section and which is soliciting proxies or distributing information 
statements in connection with a transaction described in paragraph 
(a)(3)(i)(A) of this section may elect to use the timing procedures for 
conducting a solicitation subject to Regulation 14A (Secs. 240.14a-1 to 
240.14b-1) or a distribution subject to Regulation 14C (Secs. 240.14c-1 
to 240.14c-101) in complying with paragraphs (d), (e) and (f) of this 
section, provided that if an election is made, such solicitation or 
distribution is conducted in accordance with the requirements of the 
respective regulations, including the filing of preliminary copies of 
soliciting materials or an information statement at the time specified 
in Regulation 14A or 14C, respectively.
    (d) Material required to be filed. The issuer or affiliate engaging 
in a Rule 13e-3 transaction must file with the Commission:
    (1) A Schedule 13E-3 (Sec. 240.13e-100), including all exhibits;
    (2) An amendment to Schedule 13E-3 reporting promptly any material 
changes in the information set forth in the schedule previously filed; 
and
    (3) A final amendment to Schedule 13E-3 reporting promptly the 
results of the Rule 13e-3 transaction.
    (e) Disclosure of information to security holders. (1) In addition 
to disclosing the information required by any other applicable rule or 
regulation under the federal securities laws, the issuer or affiliate 
engaging in a Sec. 240.13e-3 transaction must disclose to security 
holders of the class that is the subject of the transaction, as 
specified in paragraph (f) of this section, the following:
    (i) The information required by Item 1 of Schedule 13E-3 
(Sec. 240.13e-100) (Summary Term Sheet);
    (ii) The information required by Items 7, 8 and 9 of Schedule 13E-3, 
which must be prominently disclosed in a ``Special Factors'' section in 
the front of the disclosure document;
    (iii) A prominent legend on the outside front cover page that 
indicates that neither the Securities and Exchange Commission nor any 
state securities commission has: approved or disapproved of the 
transaction; passed upon the merits or fairness of the transaction; or 
passed upon the adequacy or accuracy of the disclosure in the document. 
The legend also must make it clear that any representation to the 
contrary is a criminal offense;
    (iv) The information concerning appraisal rights required by 
Sec. 229.1016(f) of this chapter; and
    (v) The information required by the remaining items of Schedule 13E-
3, except for Sec. 229.1016 of this chapter (exhibits), or a fair and 
adequate summary of the information.

    Instructions to paragraph (e)(1):
    1. If the Rule 13e-3 transaction also is subject to Regulation 14A 
(Secs. 240.14a-1 through 240.14b-2) or 14C (Secs. 240.14c-1 through 
240.14c-101), the registration provisions and rules of the Securities 
Act of 1933, Regulation 14D or Sec. 240.13e-4, the information required 
by paragraph (e)(1) of this section must be combined with the proxy 
statement, information statement, prospectus or tender offer material 
sent or given to security holders.
    2. If the Rule 13e-3 transaction involves a registered securities 
offering, the legend required by Sec. 229.501(b)(7) of this chapter must 
be combined with the legend required by paragraph (e)(1)(iii) of this 
section.
    3. The required legend must be written in clear, plain language.

    (2) If there is any material change in the information previously 
disclosed to security holders, the issuer or affiliate must disclose the 
change promptly to security holders as specified in paragraph 
(f)(1)(iii) of this section.
    (f) Dissemination of information to security holders. (1) If the 
Rule 13e-3 transaction involves a purchase as described in paragraph 
(a)(3)(i)(A) of this section or a vote, consent, authorization, or 
distribution of information

[[Page 131]]

statements as described in paragraph (a)(3)(i)(C) of this section, the 
issuer or affiliate engaging in the Rule 13e-3 transaction shall:
    (i) Provide the information required by paragraph (e) of this 
section: (A) In accordance with the provisions of any applicable Federal 
or State law, but in no event later than 20 days prior to: any such 
purchase; any such vote, consent or authorization; or with respect to 
the distribution of information statements, the meeting date, or if 
corporate action is to be taken by means of the written authorization or 
consent of security holders, the earliest date on which corporate action 
may be taken: Provided, however, That if the purchase subject to this 
section is pursuant to a tender offer excepted from Rule 13e-4 by 
paragraph (g)(5) of Rule 13e-4, the information required by paragraph 
(e) of this section shall be disseminated in accordance with paragraph 
(e) of Rule 13e-4 no later than 10 business days prior to any purchase 
pursuant to such tender offer, (B) to each person who is a record holder 
of a class of equity securities subject to the Rule 13e-3 transaction as 
of a date not more than 20 days prior to the date of dissemination of 
such information.
    (ii) If the issuer or affiliate knows that securities of the class 
of securities subject to the Rule 13e-3 transaction are held of record 
by a broker, dealer, bank or voting trustee or their nominees, such 
issuer or affiliate shall (unless Rule 14a-13(a) [Sec. 240.14a-13(a)] or 
14c-7 [Sec. 240.14c-7] is applicable) furnish the number of copies of 
the information required by paragraph (e) of this section that are 
requested by such persons (pursuant to inquiries by or on behalf of the 
issuer or affiliate), instruct such persons to forward such information 
to the beneficial owners of such securities in a timely manner and 
undertake to pay the reasonable expenses incurred by such persons in 
forwarding such information; and
    (iii) Promptly disseminate disclosure of material changes to the 
information required by paragraph (d) of this section in a manner 
reasonably calculated to inform security holders.
    (2) If the Rule 13e-3 transaction is a tender offer or a request or 
invitation for tenders of equity securities which is subject to 
Regulation 14D [Secs. 240.14d-1 to 240.14d-101] or Rule 13e-4 
[Sec. 240.13e-4], the tender offer containing the information required 
by paragraph (e) of this section, and any material change with respect 
thereto, shall be published, sent or given in accordance with Regulation 
14D or Rule 13e-4, respectively, to security holders of the class of 
securities being sought by the issuer or affiliate.
    (g) Exceptions. This section shall not apply to:
    (1) Any Rule 13e-3 transaction by or on behalf of a person which 
occurs within one year of the date of termination of a tender offer in 
which such person was the bidder and became an affiliate of the issuer 
as a result of such tender offer: Provided, That the consideration 
offered to unaffiliated security holders in such Rule 13e-3 transaction 
is at least equal to the highest consideration offered during such 
tender offer and Provided further, That:
    (i) If such tender offer was made for any or all securities of a 
class of the issuer;
    (A) Such tender offer fully disclosed such person's intention to 
engage in a Rule 13e-3 transaction, the form and effect of such 
transaction and, to the extent known, the proposed terms thereof; and
    (B) Such Rule 13e-3 transaction is substantially similar to that 
described in such tender offer; or
    (ii) If such tender offer was made for less than all the securities 
of a class of the issuer:
    (A) Such tender offer fully disclosed a plan of merger, a plan of 
liquidation or a similar binding agreement between such person and the 
issuer with respect to a Rule 13e-3 transaction; and
    (B) Such Rule 13e-3 transaction occurs pursuant to the plan of 
merger, plan of liquidation or similar binding agreement disclosed in 
the bidder's tender offer.
    (2) Any Rule 13e-3 transaction in which the security holders are 
offered or receive only an equity security Provided, That:
    (i) Such equity security has substantially the same rights as the 
equity security which is the subject of the Rule 13e-3 transaction 
including, but not

[[Page 132]]

limited to, voting, dividends, redemption and liquidation rights except 
that this requirement shall be deemed to be satisfied if unaffiliated 
security holders are offered common stock;
    (ii) Such equity security is registered pursuant to section 12 of 
the Act or reports are required to be filed by the issuer thereof 
pursuant to section 15(d) of the Act; and
    (iii) If the security which is the subject of the Rule 13e-3 
transaction was either listed on a national securities exchange or 
authorized to be quoted in an interdealer quotation system of a 
registered national securities association, such equity security is 
either listed on a national securities exchange or authorized to be 
quoted in an inter-dealer quotation system of a registered national 
securities association.
    (3) Transactions by a holding company registered under the Public 
Utility Holding Company Act of 1935 in compliance with the provisions of 
that Act;
    (4) Redemptions, calls or similar purchases of an equity security by 
an issuer pursuant to specific provisions set forth in the instrument(s) 
creating or governing that class of equity securities; or
    (5) Any solicitation by an issuer with respect to a plan of 
reorganization under Chapter XI of the Bankruptcy Act, as amended, if 
made after the entry of an order approving such plan pursuant to section 
1125(b) of that Act and after, or concurrently with, the transmittal of 
information concerning such plan as required by section 1125(b) of that 
Act.
    (6) Any tender offer or business combination made in compliance with 
Sec. 230.802 of this chapter, Sec. 240.13e-4(h)(8) or Sec. 240.14d-1(c).

(Sec. 17(a), 19(a), 48 Stat. 84, 85; secs. 3(b), 10(b), 13(e), 14(a), 
14(d), 14(e), 23(a), 48 Stat. 882, 894, 895, 891, 901; sec. 209, 48 
Stat. 908; sec. 203(a), 49 Stat. 704; sec. 8, 49 Stat. 1379; sec. 10, 68 
Stat. 686; sec. 5, 78 Stat. 569, 570; secs. 2, 3, 82 Stat. 454, 455; 
secs. 1, 2, 3-5, 84 Stat. 1497; secs. 3, 18, 89 Stat. 97, 155; 15 U.S.C. 
77g(a), 77s(a), 78c(b), 78j(b), 78m(e), 78n(a), 78n(c), 78n(e), 78w(a); 
secs. 6, 7, 8, 10, 19(a), 48 Stat. 78, 79, 81, 85, secs. 205, 209, 48 
Stat. 906, 908; sec. 301, 54 Stat. 857; sec. 8, 88 Stat. 685; sec. 1, 79 
Stat. 1051; sec. 308(a)(2), 90 Stat. 57; secs. 12, 13, 14, 15(d), 23(a), 
48 Stat. 892, 895, 901; secs. 1, 3, 8, 49 Stat. 1375, 1377, 1379; sec 
203(a), 49 Stat. 704; sec. 202, 68 Stat. 686; secs. 3, 4, 5, 6, 78 Stat. 
565-568, 569, 570-574; secs. 1, 2, 3, 82 Stat. 454, 455; secs. 28(c), 1, 
2, 3-5, 84 Stat. 1435, 1497; sec. 105(b), 88 Stat. 1503; secs. 8, 9, 10, 
18, 89 Stat. 117, 118, 119, 155; sec. 308(b), 90 Stat. 57; secs. 202, 
203, 204, 81 Stat. 1494, 1498, 1499, 1500; 15 U.S.C. 77f, 77g, 77h, 77j, 
77s(a), 78l, 78m, 78n, 78o(d), 78w(a); secs. 3(b), 9(a)(6), 10(b), 
13(e), 14(e) and 23(a) of the Act, 15 U.S.C. 78c(b), 78i(a), 78j(b), 
78m(e), 78n(e) and 78w(a))

[44 FR 46741, Aug. 8, 1979, as amended at 47 FR 11466, Mar. 16, 1982; 48 
FR 19877, May 3, 1983; 48 FR 34253, July 28, 1983; 51 FR 42059, Nov. 20, 
1986; 61 FR 24656, May 15, 1996; 64 FR 61403, 64 FR 61452, Nov. 10, 
1999]



Sec. 240.13e-4  Tender offers by issuers.

    (a) Definitions. Unless the context otherwise requires, all terms 
used in this section and in Schedule TO (Sec. 240.14d-100) shall have 
the same meaning as in the Act or elsewhere in the General Rules and 
Regulations thereunder. In addition, the following definitions shall 
apply:
    (1) The term issuer means any issuer which has a class of equity 
security registered pursuant to section 12 of the Act, or which is 
required to file periodic reports pursuant to section 15(d) of the Act, 
or which is a closed-end investment company registered under the 
Investment Company Act of 1940.
    (2) The term issuer tender offer refers to a tender offer for, or a 
request or invitation for tenders of, any class of equity security, made 
by the issuer of such class of equity security or by an affiliate of 
such issuer.

[[Page 133]]

    (3) As used in this section and in Schedule TO (Sec. 240.14d-100), 
the term business day means any day, other than Saturday, Sunday, or a 
Federal holiday, and shall consist of the time period from 12:01 a.m. 
through 12:00 midnight Eastern Time. In computing any time period under 
this Rule or Schedule 13E-4, the date of the event that begins the 
running of such time period shall be included except that if such event 
occurs on other than a business day such period shall begin to run on 
and shall include the first business day thereafter.
    (4) The term commencement means 12:01 a.m. on the date that the 
issuer or affiliate has first published, sent or given the means to 
tender to security holders. For purposes of this section, the means to 
tender includes the transmittal form or a statement regarding how the 
transmittal form may be obtained.
    (5) The term termination means the date after which securities may 
not be tendered pursuant to an issuer tender offer.
    (6) The term security holders means holders of record and beneficial 
owners of securities of the class of equity security which is the 
subject of an issuer tender offer.
    (7) The term security position listing means, with respect to the 
securities of any issuer held by a registered clearing agency in the 
name of the clearing agency or its nominee, a list of those participants 
in the clearing agency on whose behalf the clearing agency holds the 
issuer's securities and of the participants' respective positions in 
such securities as of a specified date.
    (b) Filing, disclosure and dissemination. As soon as practicable on 
the date of commencement of the issuer tender offer, the issuer or 
affiliate making the issuer tender offer must comply with:
    (1) The filing requirements of paragraph (c)(2) of this section;
    (2) The disclosure requirements of paragraph (d)(1) of this section; 
and
    (3) The dissemination requirements of paragraph (e) of this section.
    (c) Material required to be filed. The issuer or affiliate making 
the issuer tender offer must file with the Commission:
    (1) All written communications made by the issuer or affiliate 
relating to the issuer tender offer, from and including the first public 
announcement, as soon as practicable on the date of the communication;
    (2) A Schedule TO (Sec. 240.14d-100), including all exhibits;
    (3) An amendment to Schedule TO (Sec. 240.14d-100) reporting 
promptly any material changes in the information set forth in the 
schedule previously filed; and
    (4) A final amendment to Schedule TO (Sec. 240.14d-100) reporting 
promptly the results of the issuer tender offer.

    Instructions to Sec. 240.13e-4(c):
    1. Pre-commencement communications must be filed under cover of 
Schedule TO (Sec. 240.14d-100) and the box on the cover page of the 
schedule must be marked.
    2. Any communications made in connection with an exchange offer 
registered under the Securities Act of 1933 need only be filed under 
Sec. 230.425 of this chapter and will be deemed filed under this 
section.
    3. Each pre-commencement written communication must include a 
prominent legend in clear, plain language advising security holders to 
read the tender offer statement when it is available because it contains 
important information. The legend also must advise investors that they 
can get the tender offer statement and other filed documents for free at 
the Commission's web site and explain which documents are free from the 
issuer.
    4. See Secs. 230.135, 230.165 and 230.166 of this chapter for pre-
commencement communications made in connection with registered exchange 
offers.
    5. ``Public announcement'' is any oral or written communication by 
the issuer, affiliate or any person authorized to act on their behalf 
that is reasonably designed to, or has the effect of, informing the 
public or security holders in general about the issuer tender offer.

    (d) Disclosure of tender offer information to security holders. (1) 
The issuer or affiliate making the issuer tender offer must disclose, in 
a manner prescribed by paragraph (e)(1) of this section, the following:
    (i) The information required by Item 1 of Schedule TO (Sec. 240.14d-
100) (summary term sheet); and
    (ii) The information required by the remaining items of Schedule TO 
for issuer tender offers, except for Item 12 (exhibits), or a fair and 
adequate summary of the information.

[[Page 134]]

    (2) If there are any material changes in the information previously 
disclosed to security holders, the issuer or affiliate must disclose the 
changes promptly to security holders in a manner specified in paragraph 
(e)(3) of this section.
    (3) If the issuer or affiliate disseminates the issuer tender offer 
by means of summary publication as described in paragraph (e)(1)(iii) of 
this section, the summary advertisement must not include a transmittal 
letter that would permit security holders to tender securities sought in 
the offer and must disclose at least the following information:
    (i) The identity of the issuer or affiliate making the issuer tender 
offer;
    (ii) The information required by Sec. 229.1004(a)(1) and 
Sec. 229.1006(a) of this chapter;
    (iii) Instructions on how security holders can obtain promptly a 
copy of the statement required by paragraph (d)(1) of this section, at 
the issuer or affiliate's expense; and
    (iv) A statement that the information contained in the statement 
required by paragraph (d)(1) of this section is incorporated by 
reference.
    (e) Dissemination of tender offers to security holders. An issuer 
tender offer will be deemed to be published, sent or given to security 
holders if the issuer or affiliate making the issuer tender offer 
complies fully with one or more of the methods described in this 
section.
    (1) For issuer tender offers in which the consideration offered 
consists solely of cash and/or securities exempt from registration under 
section 3 of the Securities Act of 1933 (15 U.S.C. 77c):
    (i) Dissemination of cash issuer tender offers by long-form 
publication: By making adequate publication of the information required 
by paragraph (d)(1) of this section in a newspaper or newspapers, on the 
date of commencement of the issuer tender offer.
    (ii) Dissemination of any issuer tender offer by use of stockholder 
and other lists:
    (A) By mailing or otherwise furnishing promptly a statement 
containing the information required by paragraph (d)(1) of this section 
to each security holder whose name appears on the most recent 
stockholder list of the issuer;
    (B) By contacting each participant on the most recent security 
position listing of any clearing agency within the possession or access 
of the issuer or affiliate making the issuer tender offer, and making 
inquiry of each participant as to the approximate number of beneficial 
owners of the securities sought in the offer that are held by the 
participant;
    (C) By furnishing to each participant a sufficient number of copies 
of the statement required by paragraph (d)(1) of this section for 
transmittal to the beneficial owners; and
    (D) By agreeing to reimburse each participant promptly for its 
reasonable expenses incurred in forwarding the statement to beneficial 
owners.
    (iii) Dissemination of certain cash issuer tender offers by summary 
publication:
    (A) If the issuer tender offer is not subject to Sec. 240.13e-3, by 
making adequate publication of a summary advertisement containing the 
information required by paragraph (d)(3) of this section in a newspaper 
or newspapers, on the date of commencement of the issuer tender offer; 
and
    (B) By mailing or otherwise furnishing promptly the statement 
required by paragraph (d)(1) of this section and a transmittal letter to 
any security holder who requests a copy of the statement or transmittal 
letter.

    Instruction to paragraph (e)(1): For purposes of paragraphs 
(e)(1)(i) and (e)(1)(iii) of this section, adequate publication of the 
issuer tender offer may require publication in a newspaper with a 
national circulation, a newspaper with metropolitan or regional 
circulation, or a combination of the two, depending upon the facts and 
circumstances involved.

    (2) For tender offers in which the consideration consists solely or 
partially of securities registered under the Securities Act of 1933, a 
registration statement containing all of the required information, 
including pricing information, has been filed and a preliminary 
prospectus or a prospectus that meets the requirements of Section 10(a) 
of the Securities Act (15 U.S.C. (15 U.S.C. 77j(a)), including a letter 
of transmittal, is delivered to security holders. However, for going-
private transactions (as defined by

[[Page 135]]

Sec. 240.13e-3) and roll-up transactions (as described by Item 901 of 
Regulation S-K (Sec. 229.901 of this chapter)), a registration statement 
registering the securities to be offered must have become effective and 
only a prospectus that meets the requirements of Section 10(a) of the 
Securities Act may be delivered to security holders on the date of 
commencement.

    Instructions to paragraph (e)(2):
    1. If the prospectus is being delivered by mail, mailing on the date 
of commencement is sufficient.
    2. A preliminary prospectus used under this section may not omit 
information under Sec. 230.430 or Sec. 230.430A of this chapter.
    3. If a preliminary prospectus is used under this section and the 
issuer must disseminate material changes, the tender offer must remain 
open for the period specified in paragraph (e)(3) of this section.
    4. If a preliminary prospectus is used under this section, tenders 
may be requested in accordance with Sec. 230.162(a) of this chapter.

    (3) If a material change occurs in the information published, sent 
or given to security holders, the issuer or affiliate must disseminate 
promptly disclosure of the change in a manner reasonably calculated to 
inform security holders of the change. In a registered securities offer 
where the issuer or affiliate disseminates the preliminary prospectus as 
permitted by paragraph (e)(2) of this section, the offer must remain 
open from the date that material changes to the tender offer materials 
are disseminated to security holders, as follows:
    (i) Five business days for a prospectus supplement containing a 
material change other than price or share levels;
    (ii) Ten business days for a prospectus supplement containing a 
change in price, the amount of securities sought, the dealer's 
soliciting fee, or other similarly significant change;
    (iii) Ten business days for a prospectus supplement included as part 
of a post-effective amendment; and
    (iv) Twenty business days for a revised prospectus when the initial 
prospectus was materially deficient.
    (f) Manner of making tender offer. (1) The issuer tender offer, 
unless withdrawn, shall remain open until the expiration of:
    (i) At least twenty business days from its commencement; and
    (ii) At least ten business days from the date that notice of an 
increase or decrease in the percentage of the class of securities being 
sought or the consideration offered or the dealer's soliciting fee to be 
given is first published, sent or given to security holders.

Provided, however, That, for purposes of this paragraph, the acceptance 
for payment by the issuer or affiliate of an additional amount of 
securities not to exceed two percent of the class of securities that is 
the subject of the tender offer shall not be deemed to be an increase. 
For purposes of this paragraph, the percentage of a class of securities 
shall be calculated in accordance with section 14(d)(3) of the Act.
    (2) The issuer or affiliate making the issuer tender offer shall 
permit securities tendered pursuant to the issuer tender offer to be 
withdrawn:
    (i) At any time during the period such issuer tender offer remains 
open; and
    (ii) If not yet accepted for payment, after the expiration of forty 
business days from the commencement of the issuer tender offer.
    (3) If the issuer or affiliate makes a tender offer for less than 
all of the outstanding equity securities of a class, and if a greater 
number of securities is tendered pursuant thereto than the issuer or 
affiliate is bound or willing to take up and pay for, the securities 
taken up and paid for shall be taken up and paid for as nearly as may be 
pro rata, disregarding fractions, according to the number of securities 
tendered by each security holder during the period such offer remains 
open; Provided, however, That this provision shall not prohibit the 
issuer or affiliate making the issuer tender offer from:
    (i) Accepting all securities tendered by persons who own, 
beneficially or of record, an aggregate of not more than a specified 
number which is less than one hundred shares of such security and who 
tender all their securities, before prorating securities tendered by 
others; or
    (ii) Accepting by lot securities tendered by security holders who 
tender all securities held by them and who, when tendering their 
securities, elect

[[Page 136]]

to have either all or none or at least a minimum amount or none 
accepted, if the issuer or affiliate first accepts all securities 
tendered by security holders who do not so elect;
    (4) In the event the issuer or affiliate making the issuer tender 
increases the consideration offered after the issuer tender offer has 
commenced, such issuer or affiliate shall pay such increased 
consideration to all security holders whose tendered securities are 
accepted for payment by such issuer or affiliate.
    (5) The issuer or affiliate making the tender offer shall either pay 
the consideration offered, or return the tendered securities, promptly 
after the termination or withdrawal of the tender offer.
    (6) Until the expiration of at least ten business days after the 
date of termination of the issuer tender offer, neither the issuer nor 
any affiliate shall make any purchases, otherwise than pursuant to the 
tender offer, of:
    (i) Any security which is the subject of the issuer tender offer, or 
any security of the same class and series, or any right to purchase any 
such securities; and
    (ii) In the case of an issuer tender offer which is an exchange 
offer, any security being offered pursuant to such exchange offer, or 
any security of the same class and series, or any right to purchase any 
such security.
    (7) The time periods for the minimum offering periods pursuant to 
this section shall be computed on a concurrent as opposed to a 
consecutive basis.
    (8) No issuer or affiliate shall make a tender offer unless:
    (i) The tender offer is open to all security holders of the class of 
securities subject to the tender offer; and
    (ii) The consideration paid to any security holder pursuant to the 
tender offer is the highest consideration paid to any other security 
holder during such tender offer.
    (9) Paragraph (f)(8)(i) of this section shall not:
    (i) Affect dissemination under paragraph (e) of this section; or
    (ii) Prohibit an issuer or affiliate from making a tender offer 
excluding all security holders in a state where the issuer or affiliate 
is prohibited from making the tender offer by administrative or judicial 
action pursuant to a state statute after a good faith effort by the 
issuer or affiliate to comply with such statute.
    (10) Paragraph (f)(8)(ii) of this section shall not prohibit the 
offer of more than one type of consideration in a tender offer, provided 
that:
    (i) Security holders are afforded equal right to elect among each of 
the types of consideration offered; and
    (ii) The highest consideration of each type paid to any security 
holder is paid to any other security holder receiving that type of 
consideration.
    (11) If the offer and sale of securities constituting consideration 
offered in an issuer tender offer is prohibited by the appropriate 
authority of a state after a good faith effort by the issuer or 
affiliate to register or qualify the offer and sale of such securities 
in such state:
    (i) The issuer or affiliate may offer security holders in such state 
an alternative form of consideration; and
    (ii) Paragraph (f)(10) of this section shall not operate to require 
the issuer or affiliate to offer or pay the alternative form of 
consideration to security holders in any other state.
    (12) Electronic filings. If the issuer or affiliate is an electronic 
filer, the minimum offering periods set forth in paragraph (f)(1) of 
this section shall be tolled for any period during which it fails to 
file in electronic format, absent a hardship exemption (Secs. 232.201 
and 232.202 of this chapter), the Schedule TO (Sec. 240.14d-100), the 
tender offer material specified in Item 1016(a)(1) of Regulation M-A 
(Sec. 229.1016(a)(1) of this chapter), and any amendments thereto. If 
such documents were filed in paper pursuant to a hardship exemption (see 
Sec. 232.201 and Sec. 232.202 of this chapter), the minimum offering 
periods shall be tolled for any period during which a required 
confirming electronic copy of such Schedule and tender offer material is 
delinquent.
    (g) The requirements of section 13(e) (1) of the Act and Rule 13e-4 
and Schedule TO (Sec. 240.14d-100) thereunder shall be deemed satisfied 
with respect to any issuer tender offer, including any exchange offer, 
where the issuer is incorporated or organized under the laws of

[[Page 137]]

Canada or any Canadian province or territory, is a foreign private 
issuer, and is not an investment company registered or required to be 
registered under the Investment Company Act of 1940, if less than 40 
percent of the class of securities that is the subject of the tender 
offer is held by U. S. holders, and the tender offer is subject to, and 
the issuer complies with, the laws, regulations and policies of Canada 
and/or any of its provinces or territories governing the conduct of the 
offer (unless the issuer has received an exemption(s) from, and the 
issuer tender offer does not comply with, requirements that otherwise 
would be prescribed by this section), provided that:
    (1) Where the consideration for an issuer tender offer subject to 
this paragraph consists solely of cash, the entire disclosure document 
or documents required to be furnished to holders of the class of 
securities to be acquired shall be filed with the Commission on Schedule 
13E-4F (Sec. 240.13e-102) and disseminated to shareholders residing in 
the United States in accordance with such Canadian laws, regulations and 
policies; or
    (2) Where the consideration for an issuer tender offer subject to 
this paragraph includes securities to be issued pursuant to the offer, 
any registration statement and/or prospectus relating thereto shall be 
filed with the Commission along with the Schedule 13E-4F referred to in 
paragraph (g)(1) of this section, and shall be disseminated, together 
with the home jurisdiction document(s) accompanying such Schedule, to 
shareholders of the issuer residing in the United States in accordance 
with such Canadian laws, regulations and policies.
    Note:  Notwithstanding the grant of an exemption from one or more of 
the applicable Canadian regulatory provisions imposing requirements that 
otherwise would be prescribed by this section, the issuer tender offer 
will be eligible to proceed in accordance with the requirements of this 
section if the Commission by order determines that the applicable 
Canadian regulatory provisions are adequate to protect the interest of 
investors.
    (h) This section shall not apply to:
    (1) Calls or redemptions of any security in accordance with the 
terms and conditions of its governing instruments;
    (2) Offers to purchase securities evidenced by a scrip certificate, 
order form or similar document which represents a fractional interest in 
a share of stock or similar security;
    (3) Offers to purchase securities pursuant to a statutory procedure 
for the purchase of dissenting security holders' securities;
    (4) Any tender offer which is subject to section 14(d) of the Act;
    (5) Offers to purchase from security holders who own an aggregate of 
not more than a specified number of shares that is less than one 
hundred: Provided, however, That:
    (i) The offer complies with paragraph (f)(8)(i) of this section with 
respect to security holders who own a number of shares equal to or less 
than the specified number of shares, except that an issuer can elect to 
exclude participants in a plan as that term is defined in Sec. 242.100 
of this chapter, or to exclude security holders who do not own their 
shares as of a specified date determined by the issuer; and
    (ii) The offer complies with paragraph (f)(8)(ii) of this section or 
the consideration paid pursuant to the offer is determined on the basis 
of a uniformly applied formula based on the market price of the subject 
security;
    (6) An issuer tender offer made solely to effect a rescission offer: 
Provided, however, That the offer is registered under the Securities Act 
of 1933 (15 U.S.C. 77a et seq.), and the consideration is equal to the 
price paid by each security holder, plus legal interest if the issuer 
elects to or is required to pay legal interest;
    (7) Offers by closed-end management investment companies to 
repurchase equity securities pursuant to Sec. 270.23c-3 of this chapter;
    (8) Cross-border tender offers (Tier I). Any issuer tender offer 
(including any exchange offer) where the issuer is a foreign private 
issuer as defined in Sec. 240.3b-4 if the following conditions are 
satisfied.
    (i) Except in the case of an issuer tender offer which is commenced 
during the pendency of a tender offer made by a third party in reliance 
on Sec. 240.14d-1(c), U.S. holders do not hold more than 10 percent of 
the class of securities sought in the offer (as determined

[[Page 138]]

under Instruction 2 to paragraph (h)(8) and paragraph (i) of this 
section); and
    (ii) The issuer or affiliate must permit U.S. holders to participate 
in the offer on terms at least as favorable as those offered any other 
holder of the same class of securities that is the subject of the offer; 
however:
    (A) Registered exchange offers. If the issuer or affiliate offers 
securities registered under the Securities Act of 1933 (15 U.S.C. 77a et 
seq.), the issuer or affiliate need not extend the offer to security 
holders in those states or jurisdictions that prohibit the offer or sale 
of the securities after the issuer or affiliate has made a good faith 
effort to register or qualify the offer and sale of securities in that 
state or jurisdiction, except that the issuer or affiliate must offer 
the same cash alternative to security holders in any such state or 
jurisdiction that it has offered to security holders in any other state 
or jurisdiction.
    (B) Exempt exchange offers. If the issuer or affiliate offers 
securities exempt from registration under Sec. 230.802 of this chapter, 
the issuer or affiliate need not extend the offer to security holders in 
those states or jurisdictions that require registration or 
qualification, except that the issuer or affiliate must offer the same 
cash alternative to security holders in any such state or jurisdiction 
that it has offered to security holders in any other state or 
jurisdiction.
    (C) Cash only consideration. The issuer or affiliate may offer U.S. 
holders cash only consideration for the tender of the subject 
securities, notwithstanding the fact that the issuer or affiliate is 
offering security holders outside the United States a consideration that 
consists in whole or in part of securities of the issuer or affiliate, 
if the issuer or affiliate has a reasonable basis for believing that the 
amount of cash is substantially equivalent to the value of the 
consideration offered to non-U.S. holders, and either of the following 
conditions are satisfied:
    (1) The offered security is a ``margin security'' within the meaning 
of Regulation T (12 CFR 220.2) and the issuer or affiliate undertakes to 
provide, upon the request of any U.S. holder or the Commission staff, 
the closing price and daily trading volume of the security on the 
principal trading market for the security as of the last trading day of 
each of the six months preceding the announcement of the offer and each 
of the trading days thereafter; or
    (2) If the offered security is not a ``margin security'' within the 
meaning of Regulation T (12 CFR 220.2), the issuer or affiliate 
undertakes to provide, upon the request of any U.S. holder or the 
Commission staff, an opinion of an independent expert stating that the 
cash consideration offered to U.S. holders is substantially equivalent 
to the value of the consideration offered security holders outside the 
United States.
    (D) Disparate tax treatment. If the issuer or affiliate offers 
``loan notes'' solely to offer sellers tax advantages not available in 
the United States and these notes are neither listed on any organized 
securities market nor registered under the Securities Act of 1933 (15 
U.S.C. 77a et seq.), the loan notes need not be offered to U.S. holders.
    (iii) Informational documents. (A) If the issuer or affiliate 
publishes or otherwise disseminates an informational document to the 
holders of the securities in connection with the issuer tender offer 
(including any exchange offer), the issuer or affiliate must furnish 
that informational document, including any amendments thereto, in 
English, to the Commission on Form CB (Sec. 249.480 of this chapter) by 
the first business day after publication or dissemination. If the issuer 
or affiliate is a foreign company, it must also file a Form F-X 
(Sec. 239.42 of this chapter) with the Commission at the same time as 
the submission of Form CB to appoint an agent for service in the United 
States.
    (B) The issuer or affiliate must disseminate any informational 
document to U.S. holders, including any amendments thereto, in English, 
on a comparable basis to that provided to security holders in the home 
jurisdiction.
    (C) If the issuer or affiliate disseminates by publication in its 
home jurisdiction, the issuer or affiliate must publish the information 
in the United States in a manner reasonably calculated to inform U.S. 
holders of the offer.

[[Page 139]]

    (iv) An investment company registered or required to be registered 
under the Investment Company Act of 1940 (15 U.S.C. 80a-1 et seq.), 
other than a registered closed-end investment company, may not use this 
paragraph (h)(8); or
    (9) Any other transaction or transactions, if the Commission, upon 
written request or upon its own motion, exempts such transaction or 
transactions, either unconditionally, or on specified terms and 
conditions, as not constituting a fraudulent, deceptive or manipulative 
act or practice comprehended within the purpose of this section.
    (i) Cross-border tender offers (Tier II). Any issuer tender offer 
(including any exchange offer) that meets the conditions in paragraph 
(i)(1) of this section shall be entitled to the exemptive relief 
specified in paragraph (i)(2) of this section provided that such issuer 
tender offer complies with all the requirements of this section other 
than those for which an exemption has been specifically provided in 
paragraph (i)(2) of this section:
    (1) Conditions. (i) The issuer is a foreign private issuer as 
defined in Sec. 240.3b-4 and is not an investment company registered or 
required to be registered under the Investment Company Act of 1940 (15 
U.S.C. 80a-1 et seq.), other than a registered closed-end investment 
company; and
    (ii) Except in the case of an issuer tender offer which is commenced 
during the pendency of a tender offer made by a third party in reliance 
on Sec. 240.14d-1(d), U.S. holders do not hold more than 40 percent of 
the class of securities sought in the offer (as determined under 
Instruction 2 to paragraphs (h)(8) and (i) of this section).
    (2) Exemptions. The issuer tender offer shall comply with all 
requirements of this section other than the following:
    (i) Equal treatment--loan notes. If the issuer or affiliate offers 
loan notes solely to offer sellers tax advantages not available in the 
United States and these notes are neither listed on any organized 
securities market nor registered under the Securities Act (15 U.S.C. 77a 
et seq.), the loan notes need not be offered to U.S. holders, 
notwithstanding paragraph (f)(8) and (h)(9) of this section.
    (ii) Equal treatment--separate U.S. and foreign offers. 
Notwithstanding the provisions of paragraph (f)(8) of this section, an 
issuer or affiliate conducting an issuer tender offer meeting the 
conditions of paragraph (i)(1) of this section may separate the offer 
into two offers: One offer made only to U.S. holders and another offer 
made only to non-U.S. holders. The offer to U.S. holders must be made on 
terms at least as favorable as those offered any other holder of the 
same class of securities that is the subject of the tender offer.
    (iii) Notice of extensions. Notice of extensions made in accordance 
with the requirements of the home jurisdiction law or practice will 
satisfy the requirements of Sec. 240.14e-1(d).
    (iv) Prompt payment. Payment made in accordance with the 
requirements of the home jurisdiction law or practice will satisfy the 
requirements of Sec. 240.14e-1(c).

    Instructions to paragraph (h)(8) and (i) of this section:
    1. Home jurisdiction means both the jurisdiction of the issuer's 
incorporation, organization or chartering and the principal foreign 
market where the issuer's securities are listed or quoted.
    2. U.S. holder means any security holder resident in the United 
States. To determine the percentage of outstanding securities held by 
U.S. holders:
    i. Calculate the U.S. ownership as of 30 days before the 
commencement of the issuer tender offer;
    ii. Include securities underlying American Depositary Shares 
convertible or exchangeable into the securities that are the subject of 
the tender offer when calculating the number of subject securities 
outstanding, as well as the number held by U.S. holders. Exclude from 
the calculations other types of securities that are convertible or 
exchangeable into the securities that are the subject of the tender 
offer, such as warrants, options and convertible securities. Exclude 
from those calculations securities held by persons who hold more than 10 
percent of the subject securities;
    iii. Use the method of calculating record ownership in 
Sec. 240.12g3-2(a), except that your inquiry as to the amount of 
securities represented by accounts of customers resident in the United 
States may be limited to brokers, dealers, banks and other nominees 
located in the United States, your jurisdiction of incorporation, and 
the jurisdiction that is the primary trading market for the subject

[[Page 140]]

securities, if different than your jurisdiction of incorporation;
    iv. If, after reasonable inquiry, you are unable to obtain 
information about the amount of securities represented by accounts of 
customers resident in the United States, you may assume, for purposes of 
this definition, that the customers are residents of the jurisdiction in 
which the nominee has its principal place of business; and
    v. Count securities as beneficially owned by residents of the United 
States as reported on reports of beneficial ownership that are provided 
to you or publicly filed and based on information otherwise provided to 
you.
    3. United States. United States means the United States of America, 
its territories and possessions, any State of the United States, and the 
District of Columbia.
    4. The exemptions provided by paragraphs (h)(8) and (i) of this 
section are not available for any securities transaction or series of 
transactions that technically complies with paragraph (h)(8) or (i) of 
this section but are part of a plan or scheme to evade the provisions of 
this section.

    (j)(1) It shall be a fraudulent, deceptive or manipulative act or 
practice, in connection with an issuer tender offer, for an issuer or an 
affiliate of such issuer, in connection with an issuer tender offer:
    (i) To employ any device, scheme or artifice to defraud any person;
    (ii) To make any untrue statement of a material fact or to omit to 
state a material fact necessary in order to make the statements made, in 
the light of the circumstances under which they were made, not 
misleading; or
    (iii) To engage in any act, practice or course of business which 
operates or would operate as a fraud or deceit upon any person.
    (2) As a means reasonably designed to prevent fraudulent, deceptive 
or manipulative acts or practices in connection with any issuer tender 
offer, it shall be unlawful for an issuer or an affiliate of such issuer 
to make an issuer tender offer unless:
    (i) Such issuer or affiliate complies with the requirements of 
paragraphs (b), (c), (d), (e) and (f) of this section; and
    (ii) The issuer tender offer is not in violation of paragraph (j)(1) 
of this section.

[44 FR 49410, Aug. 22, 1979, as amended at 47 FR 11467, Mar. 16, 1982; 
47 FR 54780, Dec. 6, 1982; 48 FR 34253, July 28, 1983; 51 FR 3034, Jan. 
23, 1986; 51 FR 25882, July 17, 1986; 51 FR 32630, Sept. 15, 1986; 56 FR 
30069, July 1, 1991; 58 FR 14683, Mar. 18, 1993; 58 FR 19343, Apr. 14, 
1993; 61 FR 24656, May 15, 1996; 61 FR 68589, Dec. 30, 1996; 62 FR 544, 
Jan. 3, 1997; 62 FR 11323, Mar. 12, 1997; 62 FR 36459, July 8, 1997; 64 
FR 61403, 61453 Nov. 10, 1999]



Sec. 240.13e-100  Schedule 13E-3, Transaction statement under section 13(e) of the Securities Exchange Act of 1934 and Rule 13e-3 (Sec. 240.13e-3) thereunder.

Securities and Exchange Commission,
Washington, D.C. 20549

Rule 13e-3 Transaction Statement under Section 13(e) of the Securities 
Exchange Act of 1934 (Amendment No. __)
_______________________________________________________________________

(Name of the Issuer)

_______________________________________________________________________

(Names of Persons Filing Statement)

_______________________________________________________________________

(Title of Class of Securities)

_______________________________________________________________________

(CUSIP Number of Class of Securities)

_______________________________________________________________________

(Name, Address, and Telephone Numbers of Person Authorized to Receive 
Notices and Communications on Behalf of the Persons Filing Statement)

    This statement is filed in connection with (check the appropriate 
box):
    a. [  ] The filing of solicitation materials or an information 
statement subject to Regulation 14A (Secs. 240.14a-1 through 240.14b-2), 
Regulation 14C (Secs. 240.14c-1 through 240.14c-101) or Rule 13e-3(c) 
(Sec. 240.13e-3(c)) under the Securities Exchange Act of 1934 (``the 
Act'').
    b. [  ] The filing of a registration statement under the Securities 
Act of 1933.
    c. [  ] A tender offer.
    d. [  ] None of the above.
    Check the following box if the soliciting materials or information 
statement referred to in checking box (a) are preliminary copies: [  ]
    Check the following box if the filing is a final amendment reporting 
the results of the transaction [  ]

[[Page 141]]



                  Calculation of Filing Fee
------------------------------------------------------------------------
         Transaction  valuation *               Amount of filing fee
------------------------------------------------------------------------
 
------------------------------------------------------------------------
* Set forth the amount on which the filing fee is calculated and state
  how it was determined.

    [  ] Check the box if any part of the fee is offset as provided by 
Sec. 240.0-11(a)(2) and identify the filing with which the offsetting 
fee was previously paid. Identify the previous filing by registration 
statement number, or the Form or Schedule and the date of its filing.
Amount Previously Paid:_________________________________________________
Form or Registration No.:_______________________________________________
Filing Party:___________________________________________________________
Date Filed:_____________________________________________________________
    General Instructions:
    A. File eight copies of the statement, including all exhibits, with 
the Commission if paper filing is permitted.
    B. This filing must be accompanied by a fee payable to the 
Commission as required by Sec. 240.0-11(b).
    C. If the statement is filed by a general or limited partnership, 
syndicate or other group, the information called for by Items 3, 5, 6, 
10 and 11 must be given with respect to: (i) Each partner of the general 
partnership; (ii) each partner who is, or functions as, a general 
partner of the limited partnership; (iii) each member of the syndicate 
or group; and (iv) each person controlling the partner or member. If the 
statement is filed by a corporation or if a person referred to in (i), 
(ii), (iii) or (iv) of this Instruction is a corporation, the 
information called for by the items specified above must be given with 
respect to: (a) Each executive officer and director of the corporation; 
(b) each person controlling the corporation; and (c) each executive 
officer and director of any corporation or other person ultimately in 
control of the corporation.
    D. Depending on the type of Rule 13e-3 transaction (Sec. 240.13e-
3(a)(3)), this statement must be filed with the Commission:
    1. At the same time as filing preliminary or definitive soliciting 
materials or an information statement under Regulations 14A or 14C of 
the Act;
    2. At the same time as filing a registration statement under the 
Securities Act of 1933;
    3. As soon as practicable on the date a tender offer is first 
published, sent or given to security holders; or
    4. At least 30 days before any purchase of securities of the class 
of securities subject to the Rule 13e-3 transaction, if the transaction 
does not involve a solicitation, an information statement, the 
registration of securities or a tender offer, as described in paragraphs 
1, 2 or 3 of this Instruction; and
    5. If the Rule 13e-3 transaction involves a series of transactions, 
the issuer or affiliate must file this statement at the time indicated 
in paragraphs 1 through 4 of this Instruction for the first transaction 
and must amend the schedule promptly with respect to each subsequent 
transaction.
    E. If an item is inapplicable or the answer is in the negative, so 
state. The statement published, sent or given to security holders may 
omit negative and not applicable responses, except that responses to 
Items 7, 8 and 9 of this schedule must be provided in full. If the 
schedule includes any information that is not published, sent or given 
to security holders, provide that information or specifically 
incorporate it by reference under the appropriate item number and 
heading in the schedule. Do not recite the text of disclosure 
requirements in the schedule or any document published, sent or given to 
security holders. Indicate clearly the coverage of the requirements 
without referring to the text of the items.
    F. Information contained in exhibits to the statement may be 
incorporated by reference in answer or partial answer to any item unless 
it would render the answer misleading, incomplete, unclear or confusing. 
A copy of any information that is incorporated by reference or a copy of 
the pertinent pages of a document containing the information must be 
submitted with this statement as an exhibit, unless it was previously 
filed with the Commission electronically on EDGAR. If an exhibit 
contains information responding to more than one item in the schedule, 
all information in that exhibit may be incorporated by reference once in 
response to the several items in the schedule for which it provides an 
answer. Information incorporated by reference is deemed filed with the 
Commission for all purposes of the Act.
    G. If the Rule 13e-3 transaction also involves a transaction subject 
to Regulation 14A (Secs. 240.14a-1 through 240.14b-2) or 14C 
(Secs. 240.14c-1 through 240.14c-101) of the Act, the registration of 
securities under the Securities Act of 1933 and the General Rules and 
Regulations of that Act, or a tender offer subject to Regulation 14D 
(Secs. 240.14d-1 through 240.14d-101) or Sec. 240.13e-4, this statement 
must incorporate by reference the information contained in the proxy, 
information, registration or tender offer statement in answer to the 
items of this statement.
    H. The information required by the items of this statement is 
intended to be in addition to any disclosure requirements of any other 
form or schedule that may be filed with the Commission in connection 
with the Rule 13e-3 transaction. If those forms or schedules require 
less information on any topic than this statement, the requirements of 
this statement control.
    I. If the Rule 13e-3 transaction involves a tender offer, then a 
combined statement on Schedules 13E-3 and TO may be filed with the 
Commission under cover of Schedule TO

[[Page 142]]

(Sec. 240.14d-100). See Instruction J of Schedule TO (Sec. 240.14d-100).
    J. Amendments disclosing a material change in the information set 
forth in this statement may omit any information previously disclosed in 
this statement.

                       Item 1. Summary Term Sheet

    Furnish the information required by Item 1001 of Regulation M-A 
(Sec. 229.1001 of this chapter) unless information is disclosed to 
security holders in a prospectus that meets the requirements of 
Sec. 230.421(d) of this chapter.

                   Item 2. Subject Company Information

    Furnish the information required by Item 1002 of Regulation M-A 
(Sec. 229.1002 of this chapter).

            Item 3. Identity and Background of Filing Person

    Furnish the information required by Item 1003(a) through (c) of 
Regulation M-A (Sec. 229.1003 of this chapter).

                    Item 4. Terms of the Transaction

    Furnish the information required by Item 1004(a) and (c) through (f) 
of Regulation M-A (Sec. 229.1004 of this chapter).

    Item 5. Past Contacts, Transactions, Negotiations and Agreements

    Furnish the information required by Item 1005(a) through (c) and (e) 
of Regulation M-A (Sec. 229.1005 of this chapter).

       Item 6. Purposes of the Transaction and Plans or Proposals

    Furnish the information required by Item 1006(b) and (c)(1) through 
(8) of Regulation M-A (Sec. 229.1006 of this chapter).
    Instruction to Item 6: In providing the information specified in 
Item 1006(c) for this item, discuss any activities or transactions that 
would occur after the Rule 13e-3 transaction.

           Item 7. Purposes, Alternatives, Reasons and Effects

    Furnish the information required by Item 1013 of Regulation M-A 
(Sec. 229.1013 of this chapter).

                   Item 8. Fairness of the Transaction

    Furnish the information required by Item 1014 of Regulation M-A 
(Sec. 229.1014 of this chapter).

         Item 9. Reports, Opinions, Appraisals and Negotiations

    Furnish the information required by Item 1015 of Regulation M-A 
(Sec. 229.1015 of this chapter).

       Item 10. Source and Amounts of Funds or Other Consideration

    Furnish the information required by Item 1007 of Regulation M-A 
(Sec. 229.1007 of this chapter).

         Item 11. Interest in Securities of the Subject Company

    Furnish the information required by Item 1008 of Regulation M-A 
(Sec. 229.1008 of this chapter).

               Item 12. The Solicitation or Recommendation

    Furnish the information required by Item 1012(d) and (e) of 
Regulation M-A (Sec. 229.1012 of this chapter).

                      Item 13. Financial Statements

    Furnish the information required by Item 1010(a) through (b) of 
Regulation M-A (Sec. 229.1010 of this chapter) for the issuer of the 
subject class of securities.
    Instructions to Item 13:
    1. The disclosure materials disseminated to security holders may 
contain the summarized financial information required by Item 1010(c) of 
Regulation M-A (Sec. 229.1010 of this chapter) instead of the financial 
information required by Item 1010(a) and (b). In that case, the 
financial information required by Item 1010(a) and (b) of Regulation M-A 
must be disclosed directly or incorporated by reference in the 
statement. If summarized financial information is disseminated to 
security holders, include appropriate instructions on how more complete 
financial information can be obtained. If the summarized financial 
information is prepared on the basis of a comprehensive body of 
accounting principles other than U.S. GAAP, the summarized financial 
information must be accompanied by a reconciliation as described in 
Instruction 2.
    2. If the financial statements required by this Item are prepared on 
the basis of a comprehensive body of accounting principles other than 
U.S. GAAP, provide a reconciliation to U.S. GAAP in accordance with Item 
17 of Form 20-F (Sec. 249.220f of this chapter).
    3. The filing person may incorporate by reference financial 
statements contained in any document filed with the Commission, solely 
for the purposes of this schedule, if: (a) The financial statements 
substantially meet the requirements of this Item; (b) an express 
statement is made that the financial statements are incorporated by 
reference; (c) the matter incorporated by reference is clearly 
identified by page, paragraph, caption or otherwise; and (d) if the 
matter incorporated by reference is not filed with this Schedule, an 
indication is made where the information may be inspected and copies 
obtained. Financial statements that are required to be presented in 
comparative form for two or more fiscal years or periods may

[[Page 143]]

not be incorporated by reference unless the material incorporated by 
reference includes the entire period for which the comparative data is 
required to be given. See General Instruction F to this Schedule.

    Item 14. Persons/Assets, Retained, Employed, Compensated or Used

    Furnish the information required by Item 1009 of Regulation M-A 
(Sec. 229.1009 of this chapter).

                     Item 15. Additional Information

    Furnish the information required by Item 1011(b) of Regulation M-A 
(Sec. 229.1011 of this chapter).

                            Item 16. Exhibits

    File as an exhibit to the Schedule all documents specified in Item 
1016(a) through (d), (f) and (g) of Regulation M-A (Sec. 229.1016 of 
this chapter).

Signature. After due inquiry and to the best of my knowledge and belief, 
I certify that the information set forth in this statement is true, 
complete and correct.

_______________________________________________________________________
(Signature)

_______________________________________________________________________
(Name and title)

_______________________________________________________________________
(Date)

    Instruction to Signature: The statement must be signed by the filing 
person or that person's authorized representative. If the statement is 
signed on behalf of a person by an authorized representative (other than 
an executive officer of a corporation or general partner of a 
partnership), evidence of the representative's authority to sign on 
behalf of the person must be filed with the statement. The name and any 
title of each person who signs the statement must be typed or printed 
beneath the signature. See Sec. 240.12b-11 with respect to signature 
requirements.


[64 FR 61454, Nov. 10, 1999]



Sec. 240.13e-101  [Reserved]



Sec. 240.13e-102  Schedule 13E-4F. Tender offer statement pursuant to section 13(e) (1) of the Securities Exchange Act of 1934 and Sec. 240.13e-4 thereunder.

Securities and Exchange Commission
Washington, DC 20549
Schedule 13E-4F
Issuer Tender Offer Statement Pursuant to Section 13(e)(1) of the 
Securities Exchange Act of 1934
[Amendment No. ____]
_______________________________________________________________________
    (Exact name of Issuer as specified in its charter)
_______________________________________________________________________
    (Translation of Issuer's Name into English (if applicable) )
_______________________________________________________________________
    (Jurisdiction of Issuer's Incorporation or Organization)
_______________________________________________________________________
    (Name(s) of Person(s) Filing Statement)
_______________________________________________________________________
    (Title of Class of Securities)
_______________________________________________________________________
    (CUSIP Number of Class of Securities) (if applicable)
_______________________________________________________________________
    (Name, address (including zip code) and telephone number (including 
area code) of person authorized to receive notices and communications on 
behalf of the person(s) filing statement)
_______________________________________________________________________
    (Date tender offer first published, sent or given to 
securityholders)

Calculation of Filing Fee *
    Transaction Valuation
    Amount of Filing Fee

    * Set forth the amount on which the filing fee is calculated and 
state how it was determined. See General Instruction II. C. for rules 
governing the calculation of the filing fee.

[  ] Check box if any part of the fee is offset as provided by Rule 0-
          11(a)(2) and identify the filing with which the offsetting fee 
          was previously paid. Identify the previous filing by 
          registration statement number, or the Form or Schedule and the 
          date of its filing.

    Amount Previously Paid: ________
    Registration No.: ________
    Filing Party:
_______________________________________________________________________
    Form: ________ Date Filed: ________

                          General Instructions

         I. Eligibility Requirements for Use of Schedule 13E-4F

    A. Schedule 13E-4F may be used by any foreign private issuer if: (1) 
The issuer is incorporated or organized under the laws of Canada or any 
Canadian province or territory; (2) the issuer is making a cash tender 
or exchange offer for the issuer's own securities; and (3) less than 40 
percent of the class of such issuer's securities outstanding that is the 
subject of the tender offer is held by U.S. holders. The calculation of 
securities held by U.S. holders shall be made as of the end of the 
issuer's last quarter or, if such quarter terminated within 60 days of 
the filing date, as of the end of the issuer's preceding quarter.

[[Page 144]]

                              Instructions

    1. For purposes of this Schedule, ``foreign private issuer'' shall 
be construed in accordance with Rule 405 under the Securities Act.
    2. For purposes of this Schedule, the term ``U.S. holder'' shall 
mean any person whose address appears on the records of the issuer, any 
voting trustee, any depositary, any share transfer agent or any person 
acting in a similar capacity on behalf of the issuer as being located in 
the United States.
    3. If this Schedule is filed during the pendency of one or more 
ongoing cash tender or exchange offers for securities of the class 
subject to this offer that was commenced or was eligible to be commenced 
on Schedule 14D-1F and/or Form F-8 or Form F-80, the date for 
calculation of U.S. ownership for purposes of this Schedule shall be the 
same as that date used by the initial bidder or issuer.
    4. For purposes of this Schedule, the class of subject securities 
shall not include any securities that may be converted into or are 
exchangeable for the subject securities.
    B. Any issuer using this Schedule must extend the cash tender or 
exchange offer to U.S. holders of the class of securities subject to the 
offer upon terms and conditions not less favorable than those extended 
to any other holder of the same class of such securities, and must 
comply with the requirements of any Canadian federal, provincial and/or 
territorial law, regulation or policy relating to the terms and 
conditions of the offer.
    C. This Schedule shall not be used if the issuer is an investment 
company registered or required to be registered under the Investment 
Company Act of 1940.

                    II. Filing Instructions and Fees

    A. Five copies of this Schedule and any amendment thereto (see part 
I, Item 1.(b)), including all exhibits and any other paper or document 
filed as part of the Schedule, shall be filed with the Commission at its 
principal office. Each copy shall be bound, stapled or otherwise 
compiled in one or more parts, without stiff covers. The binding shall 
be made on the side or stitching margin in such manner as to leave the 
reading matter legible. Three additional copies of the Schedule and any 
amendment thereto, similarly bound, also shall be filed. No exhibits are 
required to accompany such additional copies.
    B. The original and at least one copy of this Schedule and any 
amendments thereto shall be signed manually by the persons specified 
herein. Unsigned copies shall be conformed.
    C. At the time of filing this Schedule with the Commission, the 
issuer shall pay to the Commission in accordance with Rule 0-11 of the 
Exchange Act, a fee in U.S. dollars in the amount prescribed by section 
13(e)(3) of the Exchange Act. See also Rule 0-9 of the Exchange Act.
    (1) The value of the securities to be acquired solely for cash shall 
be the amount of cash to be paid for them, calculated into U.S. dollars.
    (2) The value of the securities to be acquired with securities or 
other non-cash consideration, whether or not in combination with a cash 
payment for the same securities, shall be based on the market value of 
the securities to be acquired by the issuer as established in accordance 
with paragraph (3) of this section.
    (3) When the fee is based upon the market value of the securities, 
such market value shall be established by either the average of the high 
and low prices reported on the consolidated reporting system (for 
exchange-traded securities and last sale reported for over-the-counter 
securities) or the average of the bid and asked price (for other over-
the-counter securities) as of a specified date within 5 business days 
prior to the date of filing the Schedule. If there is no market for the 
securities to be acquired by the issuer, the value shall be based upon 
the book value of such securities computed as of the latest practicable 
date prior to the date of filing of the Schedule, unless the issuer of 
the securities is in bankruptcy or receivership or has an accumulated 
capital deficit, in which case one-third of the principal amount, par 
value or stated value of such securities shall be used.
    D. If at any time after the initial payment of the fee the aggregate 
consideration offered is increased, an additional filing fee based upon 
such increase shall be paid with the required amended filing.
    E. If any part of the document or documents to be sent to 
shareholders is in a language other than English, it shall be 
accompanied by a translation in English. If any other part of this 
Schedule, or any exhibit or other paper or document filed as part of the 
schedule, is in a foreign language, it shall be accompanied by a 
substantive summary, version or translation in the English language.
    F. The manually signed original of the Schedule or any amendment 
thereto shall be numbered sequentially (in addition to any internal 
numbering which otherwise may be present) by handwritten, typed, printed 
or other legible form of notation from the first page of the document 
through the last page of that document and any exhibits or attachments 
thereto. Further, the total number of pages contained in a numbered 
original shall be set forth on the first page of the document.

                  III. Compliance with the Exchange Act

    A. Pursuant to Rule 13e-4(g) under the Exchange Act, the issuer 
shall be deemed to comply with the requirements of section

[[Page 145]]

13(e)(1) of the Exchange Act and Rule 13e-4 and Schedule 13E-4 
thereunder in connection with a cash tender or exchange offer for 
securities that may be made pursuant to this Schedule, provided that, if 
an exemption has been granted from the requirements of Canadian federal, 
provincial and/or territorial laws, regulations or policies, and the 
tender offer does not comply with requirements that otherwise would be 
prescribed by Rule 13e-4, the issuer (absent an order from the 
Commission) shall comply with the provisions of section 13(e)(1) and 
Rule 13e-4 and Schedule 13E-4 thereunder.
    B. Any cash tender or exchange offer made pursuant to this Schedule 
is not exempt from the antifraud provisions of section 10(b) of the 
Exchange Act and Rule 10b-5 thereunder, section 13(e)(1) of the Exchange 
Act and Rule 13e-4(b)(1) thereunder, and section 14(e) of the Exchange 
Act and Rule 14e-3 thereunder, and this Schedule shall be deemed 
``filed'' for purposes of section 18 of the Exchange Act.
    C. The issuer's attention is directed to Regulation M (Secs. 242.100 
through 242.105 of this chapter), in the case of an issuer exchange 
offer, and to Rule 10b-13 under the Exchange Act (Sec. 240.10b-13), in 
the case of an issuer cash tender offer or issuer exchange offer. [See 
Exchange Act Release No. 29355 (June 21, 1991) containing an exemption 
from Rule 10b-13.]

         Part I--Information Required To Be Sent to Shareholders

                   Item 1. Home Jurisdiction Documents

    (a) This Schedule shall be accompanied by the entire disclosure 
document or documents required to be delivered to holders of securities 
to be acquired by the issuer in the proposed transaction pursuant to the 
laws, regulations or policies of the Canadian jurisdiction in which the 
issuer is incorporated or organized, and any other Canadian federal, 
provincial and/or territorial law, regulation or policy relating to the 
terms and conditions of the offer. The Schedule need not include any 
documents incorporated by reference into such disclosure document(s) and 
not distributed to offerees pursuant to any such law, regulation or 
policy.
    (b) Any amendment made by the issuer to a home jurisdiction document 
or documents shall be filed with the Commission under cover of this 
Schedule, which must indicate on the cover page the number of the 
amendment.
    (c) In an exchange offer where securities of the issuer have been or 
are to be offered or cancelled in the transaction, such securities shall 
be registered on forms promulgated by the Commission under the 
Securities Act of 1933 including, where available, the Commission's Form 
F-8 or F-80 providing for inclusion in that registration statement of 
the home jurisdiction prospectus.

                      Item 2. Informational Legends

    The following legends, to the extent applicable, shall appear on the 
outside front cover page of the home jurisdiction document(s) in bold-
face roman type at least as high as ten-point modern type and at least 
two-points leaded:
    ``This tender offer is made by a foreign issuer for its own 
securities, and while the offer is subject to disclosure requirements of 
the country in which the issuer is incorporated or organized, investors 
should be aware that these requirements are different from those of the 
United States. Financial statements included herein, if any, have been 
prepared in accordance with foreign generally accepted accounting 
principles and thus may not be comparable to financial statements of 
United States companies.
    ``The enforcement by investors of civil liabilities under the 
federal securities laws may be affected adversely by the fact that the 
issuer is located in a foreign country, and that some or all of its 
officers and directors are residents of a foreign country.
    ``Investors should be aware that the issuer or its affiliates, 
directly or indirectly, may bid for or make purchases of the securities 
of the issuer subject to the offer, or of its related securities, during 
the period of the issuer tender offer, as permitted by applicable 
Canadian laws or provincial laws or regulations.''

    Note to Item 2. If the home jurisdiction document(s) are delivered 
through an electronic medium, the issuer may satisfy the legibility 
requirements for the required legends relating to type size and fonts by 
presenting the legend in any manner reasonably calculated to draw 
security holder attention to it.

      Part II--Information Not Required To Be Sent to Shareholders

    The exhibits specified below shall be filed as part of the Schedule, 
but are not required to be sent to shareholders unless so required 
pursuant to the laws, regulations or policies of Canada and/or any of 
its provinces or territories. Exhibits shall be lettered or numbered 
appropriately for convenient reference.
    (1) File any reports or information that, in accordance with the 
requirements of the home jurisdiction(s), must be made publicly 
available by the issuer in connection with the transaction, but need not 
be disseminated to shareholders.
    (2) File copies of any documents incorporated by reference into the 
home jurisdiction document(s) .
    (3) If any name is signed to the Schedule pursuant to power of 
attorney, manually signed copies of any such power of attorney

[[Page 146]]

shall be filed. If the name of any officer signing on behalf of the 
issuer is signed pursuant to a power of attorney, certified copies of a 
resolution of the issuer's board of directors authorizing such signature 
also shall be filed.

        Part III--Undertakings and Consent to Service of Process

                             1. Undertakings

    The Schedule shall set forth the following undertakings of the 
issuer:
    (a) The issuer undertakes to make available, in person or by 
telephone, representatives to respond to inquiries made by the 
Commission staff, and to furnish promptly, when requested to do so by 
the Commission staff, information relating to this Schedule or to 
transactions in said securities.
    (b) The issuer also undertakes to disclose in the United States, on 
the same basis as it is required to make such disclosure pursuant to 
applicable Canadian federal and/or provincial or territorial laws, 
regulations or policies, or otherwise discloses, information regarding 
purchases of the issuer's securities in connection with the cash tender 
or exchange offer covered by this Schedule. Such information shall be 
set forth in amendments to this Schedule.

                    2. Consent to Service of Process

    (a) At the time of filing this Schedule, the issuer shall file with 
the Commission a written irrevocable consent and power of attorney on 
Form F-X.
    (b) Any change to the name or address of a registrant's agent for 
service shall be communicated promptly to the Commission by amendment to 
Form F-X referencing the file number of the registrant.

                           Part IV--Signatures

    A. The Schedule shall be signed by each person on whose behalf the 
Schedule is filed or its authorized representative. If the Schedule is 
signed on behalf of a person by his authorized representative (other 
than an executive officer or general partner of the company), evidence 
of the representative's authority shall be filed with the Schedule.
    B. The name of each person who signs the Schedule shall be typed or 
printed beneath his signature.
    C. By signing this Schedule, the person(s) filing the Schedule 
consents without power of revocation that any administrative subpoena 
may be served, or any administrative proceeding, civil suit or civil 
action where the cause of action arises out of or relates to or concerns 
any offering made or purported to be made in connection with the filing 
on Schedule 13E-4F or any purchases or sales of any security in 
connection therewith, may be commenced against it in any administrative 
tribunal or in any appropriate court in any place subject to the 
jurisdiction of any state or of the United States by service of said 
subpoena or process upon the registrant's designated agent.
    After due inquiry and to the best of my knowledge and belief, I 
certify that the information set forth in this statement is true, 
complete and correct.
_______________________________________________________________________
    (Signature)
_______________________________________________________________________
    (Name and Title)
_______________________________________________________________________
    (Date)

[56 FR 30069, July 1, 1991, as amended at 61 FR 24656, May 15, 1996; 62 
FR 544, Jan. 3, 1997]



Sec. 240.13f-1  Reporting by institutional investment managers of information with respect to accounts over which they exercise investment discretion.

    (a)(1) Every institutional investment manager which exercises 
investment discretion with respect to accounts holding section 13(f) 
securities, as defined in paragraph (c) of this section, having an 
aggregate fair market value on the last trading day of any month of any 
calendar year of at least $100,000,000 shall file a report on Form 13F 
(Sec. 249.325 of this chapter) with the Commission within 45 days after 
the last day of such calendar year and within 45 days after the last day 
of each of the first three calendar quarters of the subsequent calendar 
year.
    (2) An amendment to a Form 13F (Sec. 249.325 of this chapter) 
report, other than one reporting only holdings that were not previously 
reported in a public filing for the same period, must set forth the 
complete text of the Form 13F. Amendments must be numbered sequentially.
    (b) For the purposes of this rule, ``investment descretion'' has the 
meaning set forth in section 3(a)(35) of the Act (15 U.S.C. 78c(a)(35)). 
An institutional investment manager shall also be deemed to exercise 
``investment discretion'' with respect to all accounts over which any 
person under its control exercises investment discretion.
    (c) For purposes of this rule ``section 13(f) securities'' shall 
mean equity securities of a class described in section 13(d)(1) of the 
Act that are admitted to trading on a national securities exchange or 
quoted on the automated

[[Page 147]]

quotation system of a registered securities association. In determining 
what classes of securities are section 13(f) securities, an 
institutional investment manager may rely on the most recent list of 
such securities published by the Commission pursuant to section 13(f)(3) 
of the Act (15 U.S.C. 78m(f)(3)). Only securities of a class on such 
list shall be counted in determining whether an institutional investment 
manager must file a report under this rule (Sec. 240.13f-1(a)) and only 
those securities shall be reported in such report. Where a person 
controls the issuer of a class of equity securities which are ``section 
13(f) securities'' as defined in this rule, those securities shall not 
be deemed to be ``section 13(f) securities'' with respect to the 
controlling person, provided that such person does not otherwise 
exercise investment descretion with respect to accounts with fair market 
value of at least $100,000,000 within the meaning of paragraph (a) of 
this section.

(Secs. 3(b), 13(f) and 23 of the Exchange Act (15 U.S.C. 78c(b), 78m(f) 
and 78w))

[43 FR 26705, June 22, 1978, as amended at 44 FR 3034, Jan. 15, 1979; 64 
FR 2849, Jan. 19, 1999]

                 Regulation 14A: Solicitation of Proxies

                       ATTENTION ELECTRONIC FILERS

THIS REGULATION SHOULD BE READ IN CONJUNCTION WITH REGULATION S-T (PART 
232 OF THIS CHAPTER), WHICH GOVERNS THE PREPARATION AND SUBMISSION OF 
DOCUMENTS IN ELECTRONIC FORMAT. MANY PROVISIONS RELATING TO THE 
PREPARATION AND SUBMISSION OF DOCUMENTS IN PAPER FORMAT CONTAINED IN 
THIS REGULATION ARE SUPERSEDED BY THE PROVISIONS OF REGULATION S-T FOR 
DOCUMENTS REQUIRED TO BE FILED IN ELECTRONIC FORMAT.



Sec. 240.14a-1  Definitions.

    Unless the context otherwise requires, all terms used in this 
regulation have the same meanings as in the Act or elsewhere in the 
general rules and regulations thereunder. In addition, the following 
definitions apply unless the context otherwise requires:
    (a) Associate. The term ``associate,'' used to indicate a 
relationship with any person, means:
    (1) Any corporation or organization (other than the registrant or a 
majority owned subsidiary of the registrant) of which such person is an 
officer or partner or is, directly or indirectly, the beneficial owner 
of 10 percent or more of any class of equity securities;
    (2) Any trust or other estate in which such person has a substantial 
beneficial interest or as to which such person serves as trustee or in a 
similar fiduciary 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.
    (b) Employee benefit plan. For purposes of Secs. 240.14a-13, 
240.14b-1 and 240.14b-2, the term ``employee benefit plan'' means any 
purchase, savings, option, bonus, appreciation, profit sharing, thrift, 
incentive, pension or similar plan primarily for employees, directors, 
trustees or officers.
    (c) Entity that exercises fiduciary powers. The term ``entity that 
exercises fiduciary powers'' means any entity that holds securities in 
nominee name or otherwise on behalf of a beneficial owner but does not 
include a clearing agency registered pursuant to section 17A of the Act 
or a broker or a dealer.
    (d) Exempt employee benefit plan securities. For purposes of 
Secs. 240.14a-13, 240.14b-1 and 240.14b-2, the term ``exempt employee 
benefit plan securities'' means:
    (1) Securities of the registrant held by an employee benefit plan, 
as defined in paragraph (b) of this section, where such plan is 
established by the registrant; or
    (2) If notice regarding the current solicitation has been given 
pursuant to Sec. 240.14a-13(a)(1)(ii)(C) or if notice regarding the 
current request for a list of names, addresses and securities positions 
of beneficial owners has been given pursuant to Sec. 240.14a-13(b)(3), 
securities of the registrant held by an employee benefit plan, as 
defined in paragraph (b) of this section, where such plan is established 
by an affiliate of the registrant.
    (e) Last fiscal year. The term ``last fiscal year'' of the 
registrant means the last fiscal year of the registrant ending

[[Page 148]]

prior to the date of the meeting for which proxies are to be solicited 
or if the solicitation involves written authorizations or consents in 
lieu of a meeting, the earliest date they may be used to effect 
corporate action.
    (f) 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.
    (g) Proxy statement. The term ``proxy statement'' means the 
statement required by Sec. 240.14a-3(a) whether or not contained in a 
single document.
    (h) Record date. The term ``record date'' means the date as of which 
the record holders of securities entitled to vote at a meeting or by 
written consent or authorization shall be determined.
    (i) Record holder. For purposes of Secs. 240.14a-13, 240.14b-1 and 
240.14b-2, the term ``record holder'' means any broker, dealer, voting 
trustee, bank, association or other entity that exercises fiduciary 
powers which holds securities of record in nominee name or otherwise or 
as a participant in a clearing agency registered pursuant to section 17A 
of the Act.
    (j) Registrant. The term ``registrant'' means the issuer of the 
securities in respect of which proxies are to be solicited.
    (k) Respondent bank. For purposes of Secs. 240.14a-13, 240.14b-1 and 
240.14b-2, the term ``respondent bank'' means any bank, association or 
other entity that exercises fiduciary powers which holds securities on 
behalf of beneficial owners and deposits such securities for safekeeping 
with another bank, association or other entity that exercises fiduciary 
powers.
    (l) Solicitation. (1) The terms ``solicit'' and ``solicitation'' 
include:
    (i) Any request for a proxy whether or not accompanied by or 
included in a form of proxy:
    (ii) Any request to execute or not to execute, or to revoke, a 
proxy; or
    (iii) The furnishing of a form of proxy or other communication to 
security holders under circumstances reasonably calculated to result in 
the procurement, withholding or revocation of a proxy.
    (2) The terms do not apply, however, to:
    (i) The furnishing of a form of proxy to a security holder upon the 
unsolicited request of such security holder;
    (ii) The performance by the registrant of acts required by 
Sec. 240.14a-7;
    (iii) The performance by any person of ministerial acts on behalf of 
a person soliciting a proxy; or
    (iv) A communication by a security holder who does not otherwise 
engage in a proxy solicitation (other than a solicitation exempt under 
Sec. 240.14a-2) stating how the security holder intends to vote and the 
reasons therefor, provided that the communication:
    (A) Is made by means of speeches in public forums, press releases, 
published or broadcast opinions, statements, or advertisements appearing 
in a broadcast media, or newspaper, magazine or other bona fide 
publication disseminated on a regular basis,
    (B) Is directed to persons to whom the security holder owes a 
fiduciary duty in connection with the voting of securities of a 
registrant held by the security holder, or
    (C) Is made in response to unsolicited requests for additional 
information with respect to a prior communication by the security holder 
made pursuant to this paragraph (l)(2)(iv).

[51 FR 44275, Dec. 9, 1986, as amended at 52 FR 23648, June 24, 1987; 53 
FR 16405, May, 9, 1988; 57 FR 48290, Oct. 22, 1992]



Sec. 240.14a-2  Solicitations to which Sec. 240.14a-3 to Sec. 240.14a-15 apply.

    Sections 240.14a-3 to 240.14a-15, except as specified, apply to 
every solicitation of a proxy with respect to securities registered 
pursuant to section 12 of the Act (15 U.S.C. 78l), whether or not 
trading in such securities has been suspended. To the extent specified 
below, certain of these sections also apply to roll-up transactions that 
do not involve an entity with securities registered pursuant to section 
12 of the Act.
    (a) Sections 240.14a-3 to 240.14a-15 do not apply to the following:
    (1) Any solicitation by a person in respect to securities carried in 
his name or in the name of his nominee (otherwise than as voting 
trustee) or held in his custody, if such person--

[[Page 149]]

    (i) Receives no commission or remuneration for such solicitation, 
directly or indirectly, other than reimbursement of reasonable expenses,
    (ii) Furnishes promptly to the person solicited a copy of all 
soliciting material with respect to the same subject matter or meeting 
received from all persons who shall furnish copies thereof for such 
purpose and who shall, if requested, defray the reasonable expenses to 
be incurred in forwarding such material, and
    (iii) In addition, does no more than impartially instruct the person 
solicited to forward a proxy to the person, if any, to whom the person 
solicited desires to give a proxy, or impartially request from the 
person solicited instructions as to the authority to be conferred by the 
proxy and state that a proxy will be given if no instructions are 
received by a certain date.
    (2) Any solicitation by a person in respect of securities of which 
he is the beneficial owner;
    (3) Any solicitation involved in the offer and sale of securities 
registered under the Securities Act of 1933: Provided, That this 
paragraph shall not apply to securities to be issued in any transaction 
of the character specified in paragraph (a) of Rule 145 under that Act;
    (4) Any solicitation with respect to a plan of reorganization under 
Chapter 11 of the Bankruptcy Reform Act of 1978, as amended, if made 
after the entry of an order approving the written disclosure statement 
concerning a plan of reorganization pursuant to section 1125 of said Act 
and after, or concurrently with, the transmittal of such disclosure 
statement as required by section 1125 of said Act;
    (5) Any solicitation which is subject to Rule 62 under the Public 
Utility Holding Company Act of 1935; and
    (6) Any solicitation through the medium of a newspaper advertisement 
which informs security holders of a source from which they may obtain 
copies of a proxy statement, form of proxy and any other soliciting 
material and does no more than:
    (i) Name the registrant,
    (ii) State the reason for the advertisement, and
    (iii) Identify the proposal or proposals to be acted upon by 
security holders.
    (b) Sections 240.14a-3 to 240.14a-6 (other than 14a-6(g)), 240.14a-
8, and 240.14a-10 to 240.14a-15 do not apply to the following:
    (1) Any solicitation by or on behalf of any person who does not, at 
any time during such solicitation, seek directly or indirectly, either 
on its own or another's behalf, the power to act as proxy for a security 
holder and does not furnish or otherwise request, or act on behalf of a 
person who furnishes or requests, a form of revocation, abstention, 
consent or authorization. Provided, however, That the exemption set 
forth in this paragraph shall not apply to:
    (i) The registrant or an affiliate or associate of the registrant 
(other than an officer or director or any person serving in a similar 
capacity);
    (ii) An officer or director of the registrant or any person serving 
in a similar capacity engaging in a solicitation financed directly or 
indirectly by the registrant;
    (iii) An officer, director, affiliate or associate of a person that 
is ineligible to rely on the exemption set forth in this paragraph 
(other than persons specified in paragraph (b)(1)(i) of this section), 
or any person serving in a similar capacity;
    (iv) Any nominee for whose election as a director proxies are 
solicited;
    (v) Any person soliciting in opposition to a merger, 
recapitalization, reorganization, sale of assets or other extraordinary 
transaction recommended or approved by the board of directors of the 
registrant who is proposing or intends to propose an alternative 
transaction to which such person or one of its affiliates is a party;
    (vi) Any person who is required to report beneficial ownership of 
the registrant's equity securities on a Schedule 13D (Sec. 240.13d-101), 
unless such person has filed a Schedule 13D and has not disclosed 
pursuant to Item 4 thereto an intent, or reserved the right, to engage 
in a control transaction, or any contested solicitation for the election 
of directors;

[[Page 150]]

    (vii) Any person who receives compensation from an ineligible person 
directly related to the solicitation of proxies, other than pursuant to 
Sec. 240.14a-13;
    (viii) Where the registrant is an investment company registered 
under the Investment Company Act of 1940 (15 U.S.C. 80a-1 et seq.), an 
``interested person'' of that investment company, as that term is 
defined in section 2(a)(19) of the Investment Company Act (15 U.S.C. 
80a-2);
    (ix) Any person who, because of a substantial interest in the 
subject matter of the solicitation, is likely to receive a benefit from 
a successful solicitation that would not be shared pro rata by all other 
holders of the same class of securities, other than a benefit arising 
from the person's employment with the registrant; and
    (x) Any person acting on behalf of any of the foregoing.
    (2) Any solicitation made otherwise than on behalf of the registrant 
where the total number of persons solicited is not more than ten;
    (3) The furnishing of proxy voting advice by any person (the 
``advisor'') to any other person with whom the advisor has a business 
relationship, if:
    (i) The advisor renders financial advice in the ordinary course of 
his business;
    (ii) The advisor discloses to the recipient of the advice any 
significant relationship with the registrant or any of its affiliates, 
or a security holder proponent of the matter on which advice is given, 
as well as any material interests of the advisor in such matter.
    (iii) The advisor receives no special commission or remuneration for 
furnishing the proxy voting advice from any person other than a 
recipient of the advice and other persons who receive similar advice 
under this subsection; and
    (iv) The proxy voting advice is not furnished on behalf of any 
person soliciting proxies or on behalf of a participant in an election 
subject to the provisions of Rule 14a-11; and
    (4) Any solicitation in connection with a roll-up transaction as 
defined in Item 901(c) of Regulation S-K (Sec. 229.901 of this chapter) 
in which the holder of a security that is the subject of a proposed 
roll-up transaction engages in preliminary communications with other 
holders of securities that are the subject of the same limited 
partnership roll-up transaction for the purpose of determining whether 
to solicit proxies, consents, or authorizations in opposition to the 
proposed limited partnership roll-up transaction; provided, however, 
that:
    (i) This exemption shall not apply to a security holder who is an 
affiliate of the registrant or general partner or sponsor; and
    (ii) This exemption shall not apply to a holder of five percent (5%) 
or more of the outstanding securities of a class that is the subject of 
the proposed roll-up transaction who engages in the business of buying 
and selling limited partnership interests in the secondary market unless 
that holder discloses to the persons to whom the communications are made 
such ownership interest and any relations of the holder to the parties 
of the transaction or to the transaction itself, as required by 
Sec. 240.14a-6(n)(1) and specified in the Notice of Exempt Preliminary 
Roll-up Communication (Sec. 240.14a-104). If the communication is oral, 
this disclosure may be provided to the security holder orally. Whether 
the communication is written or oral, the notice required by 
Sec. 240.14a-6(n) and Sec. 240.14a-104 shall be furnished to the 
Commission.

(Secs. 12, 13, 14, 15(d), 23(a), 48 Stat. 892, 894, 895, 901; secs. 1, 
3, 8, 49 Stat. 1375, 1377, 1379; sec. 203(a), 49 Stat. 704; sec. 202, 68 
Stat. 686; secs. 3, 4, 5, 6, 78, Stat. 565-568, 569, 570-574; secs. 1, 
2, 3, 82 Stat. 454, 455, secs. 28(c), 1, 2, 3-5, 84 Stat. 1435, 1497; 
secs. 10, 18, 89 Stat. 119, 155; sec. 308(b), 90 Stat. 57; sec. 204, 91 
Stat. 1500; 15 U.S.C. 78l, 78m, 78n, 78o(d))

[44 FR 68769, Nov. 29, 1979, as amended at 51 FR 42059, Nov. 20, 1986; 
52 FR 21936, June 10, 1987; 57 FR 48290, Oct. 22, 1992; 59 FR 63684, 
Dec. 8, 1994]



Sec. 240.14a-3  Information to be furnished to security holders.

    (a) No solicitation subject to this regulation shall be made unless 
each person solicited is concurrently furnished or has previously been 
furnished with a publicly-filed preliminary or definitive written proxy 
statement containing the information specified in Schedule 14A 
(Sec. 240.14a-101) or with a preliminary or definitive written proxy

[[Page 151]]

statement included in a registration statement filed under the 
Securities Act of 1933 on Form S-4 or F-4 (Sec. 239.25 or Sec. 239.34 of 
this chapter) or Form N-14 (Sec. 239.23) and containing the information 
specified in such Form.
    (b) If the solicitation is made on behalf of the registrant, other 
than an investment company registered under the Investment Company Act 
of 1940, and relates to an annual (or special meeting in lieu of the 
annual) meeting of security holders, or written consent in lieu of such 
meeting, at which directors are to be elected, each proxy statement 
furnished pursuant to paragraph (a) of this section shall be accompanied 
or preceded by an annual report to security holders as follows:

    Note to Small Business Issuers--A ``small business issuer,'' defined 
under Rule 12b-2 of the Exchange Act (Sec. 240.12b-2), shall refer to 
the disclosure items in Regulation S-B (Sec. 228.10--702 of this 
chapter) rather than Regulation S-K (Sec. 229.10--702 of this chapter). 
If there is no comparable disclosure item in Regulation S-B, a small 
business issuer need not provide the information requested. A small 
business issuer shall provide the information in Item 310(a) of 
Regulation S-B in lieu of the financial information required by Rule 
14a-3(b)(1) (Sec. 240.14a-3(b)(1)). Small business issuers using the 
transitional small business issuers disclosure format in the filing of 
their most recent annual report on Form 10-KSB (Sec. 249.310b of this 
chapter) need not provide the information specified below. Rather, those 
small business issuers shall provide only the financial statements 
required to be filed in their most recent Form 10-KSB. The inclusion of 
additional information, including information required of non-
transitional small business issuers, in the annual report to security 
holders will not cause the issuer to be ineligible for the transitional 
disclosure forms.

    (1) The report shall include, for the registrant and its 
subsidiaries consolidated, audited balance sheets as of the end of each 
of the two most recent fiscal years and audited statements of income and 
cash flows for each of the three most recent fiscal years prepared in 
accordance with Regulation S-X (part 210 of this chapter), except that 
the provisions of Article 3 (other than Secs. 210.3-03(e), 210.3-04 and 
210.3-20) and Article 11 shall not apply. Any financial statement 
schedules or exhibits or separate financial statements which may 
otherwise be required in filings with the Commission may be omitted. If 
the financial statements of the registrant and its subsidiaries 
consolidated in the annual report filed or to be filed with the 
Commission are not required to be audited, the financial statements 
required by this paragraph may be unaudited.

    Note 1--If the financial statements for a period prior to the most 
recently completed fiscal year have been examined by a predecessor 
accountant, the separate report of the predecessor accountant may be 
omitted in the report to security holders provided the registrant has 
obtained from the predecessor accountant a reissued report covering the 
prior period presented and the successor accountant clearly indicates in 
the scope paragraph of his report (a) that the financial statements of 
the prior period were examined by other accountants, (b) the date of 
their report, (c) the type of opinion expressed by the predecessor 
accountant and (d) the substantive reasons therefor, if it was other 
than unqualified. It should be noted, however, that the separate report 
of any predecessor accountant is required in filings with the 
Commission. If, for instance, the financial statements in the annual 
report to security holders are incorporated by reference in a Form 10-K 
and Form 10-KSB, the separate report of a predecessor accountant shall 
be filed in Part II or in Part IV as a financial statement schedule.
    Note 2--For purposes of complying with Sec. 240.14a-3, if the 
registrant has changed its fiscal closing date, financial statements 
covering two years and one period of 9 to 12 months shall be deemed to 
satisfy the requirements for statements of income and cash flows for the 
three most recent fiscal years.

    (2)(i) Financial statements and notes thereto shall be presented in 
roman type at least as large and as legible as 10-point modern type. If 
necessary for convenient presentation, the financial statements may be 
in roman type as large and as legible as 8-point modern type. All type 
shall be leaded at least 2 points.
    (ii) Where the annual report to security holders is delivered 
through an electronic medium, issuers may satisfy legibility 
requirements applicable to printed documents, such as type size and 
font, by presenting all required information in a format readily 
communicated to investors.

[[Page 152]]

    (3) The report shall contain the supplementary financial information 
required by item 302 of Regulation S-K (Sec. 229.302 of this chapter).
    (4) The report shall contain information concerning changes in and 
disagreements with accountants on accounting and financial disclosure 
required by Item 304 of Regulation S-K (Sec. 229.304 of this chapter).
    (5)(i) The report shall contain the selected financial data required 
by Item 301 of Regulation S-K (Sec. 229.301 of this chapter).
    (ii) The report shall contain management's discussion and analysis 
of financial condition and results of operations required by Item 303 of 
Regulation S-K (Sec. 229.303 of this chapter) or, if applicable, a plan 
of operation required by Item 303(a) of Regulation S-B (Sec. 228.303(a) 
of this chapter).
    (iii) The report shall contain the quantitative and qualitative 
disclosures about market risk required by Item 305 of Regulation S-K 
(Sec. 229.305 of this chapter).
    (6) The report shall contain a brief description of the business 
done by the registrant and its subsidiaries during the most recent 
fiscal year which will, in the opinion of management, indicate the 
general nature and scope of the business of the registrant and its 
subsidiaries.
    (7) The report shall contain information relating to the 
registrant's industry segments, classes of similar products or services, 
foreign and domestic operations and exports sales required by paragraphs 
(b), (c)(1)(i) and (d) of Item 101 of Regulation S-K (Sec. 229.101 of 
this chapter).
    (8) The report shall identify each of the registrant's directors and 
executive officers, and shall indicate the principal occupation or 
employment of each such person and the name and principal business of 
any organization by which such person is employed.
    (9) The report shall contain the market price of and dividends on 
the registrant's common equity and related security holder matters 
required by Item 201 of Regulation S-K (Sec. 229.201 of this chapter).
    (10) The registrant's proxy statement, or the report, shall contain 
an undertaking in bold face or otherwise reasonably prominent type to 
provide without charge to each person solicited upon the written request 
of any such person, a copy of the registrant's annual report on Form 10-
K and Form 10-KSB, including the financial statements and the financial 
statement schedules, required to be filed with the Commission pursuant 
to Rule 13a-1 under the Act for the registrant's most recent fiscal 
year, and shall indicate the name and address (including title or 
department) of the person to whom such a written request is to be 
directed. In the discretion of management, a registrant need not 
undertake to furnish without charge copies of all exhibits to its Form 
10-K and Form 10-KSB provided the that copy of the annual report on Form 
10-K and Form 10-KSB furnished without charge to requesting security 
holders is accompanied by a list briefly describing all the exhibits not 
contained therein and indicating that the registrant will furnish any 
exhibit upon the payment of a specified reasonable fee which fee shall 
be limited to the registrant's reasonable expenses in furnishing such 
exhibit. If the registrant's annual report to security holders complies 
with all of the disclosure requirements of Form 10-K and Form 10-KSB and 
is filed with the Commission in satisfaction of its Form 10-K and Form 
10-KSB filing requirements, such registrant need not furnish a separate 
Form 10-K and Form 10-KSB to security holders who receive a copy of such 
annual report.
    Note:  Pursuant to the undertaking required by paragraph (b)(10) of 
this section, a registrant shall furnish a copy of its annual report on 
Form 10-K and Form 10-KSB (Sec. 249.310 of this chapter) to a beneficial 
owner of its securities upon receipt of a written request from such 
person. Each request must set forth a good faith representation that, as 
of the record date for the solicitation requiring the furnishing of the 
annual report to security holders pursuant to paragraph (b) of this 
section, the person making the request was a beneficial owner of 
securities entitled to vote.
    (11) Subject to the foregoing requirements, the report may be in any 
form deemed suitable by management and the information required by 
paragraphs (b)(5) to (10) of this section may be presented in an 
appendix or other separate section of the report, provided that the

[[Page 153]]

attention of security holders is called to such presentation.
    Note:  Registrants are encouraged to utilize tables, schedules, 
charts and graphic illustrations of present financial information in an 
understandable manner. Any presentation of financial information must be 
consistent with the data in the financial statements contained in the 
report and, if appropriate, should refer to relevant portions of the 
financial statements and notes thereto.
    (12) [Reserved]
    (13) Paragraph (b) of this section shall not apply, however, to 
solicitations made on behalf of the registrant before the financial 
statements are available if a solicitation is being made at the same 
time in opposition to the registrant and if the registrant's proxy 
statement includes an undertaking in bold face type to furnish such 
annual report to all persons being solicited at least 20 calendar days 
before the date of the meeting or, if the solicitation refers to a 
written consent or authorization in lieu of a meeting, at least 20 
calendar days prior to the earliest date on which it may be used to 
effect corporate action.
    (c) Seven copies of the report sent to security holders pursuant to 
this rule shall be mailed to the Commission, solely for its information, 
not later than the date on which such report is first sent or given to 
security holders or the date on which preliminary copies, or definitive 
copies, if preliminary filing was not required, of solicitation material 
are filed with the Commission pursuant to Rule 14a-6, whichever date is 
later. The report is not deemed to be ``soliciting material'' or to be 
``filed'' with the Commission or subject to this regulation otherwise 
than as provided in this Rule, or to the liabilities of section 18 of 
the Act, except to the extent that the registrant specifically requests 
that it be treated as a part of the proxy soliciting material or 
incorporates it in the proxy statement or other filed report by 
reference.
    (d) An annual report to security holders prepared on an integrated 
basis pursuant to General Instruction H to Form 10-K and Form 10-KSB 
(Sec. 249.310) may also be submitted in satisfaction of this rule. When 
filed as the annual report on Form 10-K and Form 10-KSB, responses to 
the Items of that form are subject to section 18 of the Act 
notwithstanding paragraph (c) of this section.
    (e)(1)(i) A registrant will be considered to have delivered an 
annual report to security holders of record who share an address if:
    (A) The registrant delivers an annual report to the shared address;
    (B) The registrant addresses the prospectus to the security holders 
a group (for example, ``ABC Fund [or Corporation] Shareholders,'' ``Jane 
Doe and Household,'' ``The Smith Family'') or to each of the security 
holders individually (for example, ``John Doe and Richard Jones''); and
    (C) The security holders consent in writing to delivery of one 
annual report.
    (ii) Implied consent. The registrant need not obtain written consent 
from a security holder under paragraph (e)(1)(i)(C) of this section if 
all of the following conditions are met:
    (A) The security holder has the same last name as the other security 
holders, or the registrant reasonably believes that the security holders 
are members of the same family;
    (B) The registrant has sent the security holder a notice at least 60 
days before the registrant begins to rely on this section concerning 
delivery of annual reports to that security holder. The notice must:
    (1) Be a separate written statement that is delivered separately 
from other communications;
    (2) State that only one annual report will be delivered to the 
shared address unless the registrant receives contrary instructions;
    (3) Include a toll-free telephone number or be accompanied by a 
reply form that is pre-addressed with postage provided, that the 
security holder can use to notify the registrant that he or she wishes 
to receive a separate annual report;
    (4) State the duration of the consent;
    (5) Explain how a security holder can revoke consent;
    (6) State that the registrant will begin sending individual copies 
to a security holder within 30 days after receipt of revocation of the 
security holder's consent; and

[[Page 154]]

    (7) Contain the following prominent statement, or similar clear and 
understandable statement, in bold-face type: ``Important Notice 
Regarding Delivery of Shareholder Documents.'' Alternatively, this 
statement may appear on the envelope containing the notice;

    Note to Paragraph (e)(1)(ii)(B):
     The notice should be written in plain English. See 
Sec. 230.421(d)(2) of this chapter for a discussion of plain English 
principles.

    (C) The registrant has not received the reply form or other 
notification indicating that the security holder wishes to continue to 
receive an individual copy of the annual report, within 60 days after 
the registrant sent the notice; and
    (D) The registrant delivers the report to a post office box or to a 
residential street address. The registrant can assume a street address 
is a residence unless it has information that indicates it is a 
business.
    (iii) Revocation of consent. If a security holder, orally or in 
writing, revokes consent to delivery of one report to a shared address, 
the registrant must begin sending individual copies to that security 
holder within 30 days after the registrant receives the revocation.
    (iv) Definition of address. For purposes of this section, address 
means a street address, a post office box number, an electronic mail 
address, a facsimile telephone number, or other similar destination to 
which paper or electronic documents are delivered, unless otherwise 
provided in this section. If the registrant has reason to believe that 
the address is a street address of a multi-unit building, the address 
must include the unit number.
    (2) Notwithstanding paragraphs (a) and (b) of this section, unless 
state law requires otherwise, a registrant is not required to send an 
annual report or proxy statement to a security holder if:
    (i) An annual report and a proxy statement for two consecutive 
annual meetings; or
    (ii) All, and at least two, payments (if sent by first class mail) 
of dividends or interest on securities, or dividend reinvestment 
confirmations, during a twelve month period, have been mailed to such 
security holder's address and have been returned as undeliverable. If 
any such security holder delivers or causes to be delivered to the 
registrant written notice setting forth his then current address for 
security holder communications purposes, the registrant's obligation to 
deliver an annual report or a proxy statement under this section is 
reinstated.
    (f) The provisions of paragraph (a) of this section shall not apply 
to a communication made by means of speeches in public forums, press 
releases, published or broadcast opinions, statements, or advertisements 
appearing in a broadcast media, newspaper, magazine or other bona fide 
publication disseminated on a regular basis, provided that:
    (1) No form of proxy, consent or authorization or means to execute 
the same is provided to a security holder in connection with the 
communication; and
    (2) At the time the communication is made, a definitive proxy 
statement is on file with the Commission pursuant to Sec. 240.14a-6(b).

(Secs. 6, 7, 8, 10, 19(a), 48 Stat. 78, 79, 81, 85; secs. 12, 13, 14, 
15(d), 17, 23(a), 48 Stat. 892, 894, 901; secs. 205, 209, 48 Stat. 906, 
908; sec. 203(a), 49 Stat. 704; secs. 1, 3, 8, 49 Stat. 1375, 1377, 
1379; sec. 301, 54 Stat. 857; secs. 8, 202, 68 Stat. 685, 686; secs. 3, 
4, 5, 6, 78 Stat. 565-568, 569, 570-574; sec. 1, 79 Stat. 1051; secs. 1, 
2, 3, 82 Stat. 454, 455; secs. 1, 2, 3-5, 28(c), 84 Stat. 1435, 1497; 
sec. 105(b), 88 Stat. 1503; secs. 8, 9, 10, 11, 18, 89 Stat. 117, 118, 
119, 121, 155; 15 U.S.C. 77f, 77g, 77h, 77j, 77s(a), 78l, 78m, 78n, 
78l(d), 78w(a))

[39 FR 40768, Nov. 20, 1974]

    Editorial Note:  For Federal Register citations affecting 
Sec. 240.14a-3, see the List of CFR Sections Affected in the Finding 
Aids section of this volume.



Sec. 240.14a-4  Requirements as to proxy.

    (a) The form of proxy (1) shall indicate in bold-face type whether 
or not the proxy is solicited on behalf of the registrant's board of 
directors or, if provided other than by a majority of the board of 
directors, shall indicate in bold-face type on whose behalf the 
solicitation is made;
    (2) Shall provide a specifically designated blank space for dating 
the proxy card; and
    (3) Shall identify clearly and impartially each separate matter 
intended to be acted upon, whether or not related

[[Page 155]]

to or conditioned on the approval of other matters, and whether proposed 
by the registrant or by security holders. No reference need be made, 
however, to proposals as to which discretionary authority is conferred 
pursuant to paragraph (c) of this section.

    Note to paragraph (a)(3) (Electronic filers): Electronic filers 
shall satisfy the filing requirements of Rule 14a-6(a) or (b) 
(Sec. 240.14a-6(a) or (b)) with respect to the form of proxy by filing 
the form of proxy as an appendix at the end of the proxy statement. 
Forms of proxy shall not be filed as exhibits or separate documents 
within an electronic submission.

    (b)(1) Means shall be provided in the form of proxy whereby the 
person solicited is afforded an opportunity to specify by boxes a choice 
between approval or disapproval of, or abstention with respect to each 
separate matter referred to therein as intended to be acted upon, other 
than elections to office. A proxy may confer discretionary authority 
with respect to matters as to which a choice is not specified by the 
security holder provided that the form of proxy states in bold-face type 
how it is intended to vote the shares represented by the proxy in each 
such case.
    (2) A form of proxy which provides for the election of directors 
shall set forth the names of persons nominated for election as 
directors. Such form of proxy shall clearly provide any of the following 
means for security holders to withhold authority to vote for each 
nominee:
    (i) A box opposite the name of each nominee which may be marked to 
indicate that authority to vote for such nominee is withheld; or
    (ii) An instruction in bold-face type which indicates that the 
security holder may withhold authority to vote for any nominee by lining 
through or otherwise striking out the name of any nominee; or
    (iii) Designated blank spaces in which the security holder may enter 
the names of nominees with respect to whom the security holder chooses 
to withhold authority to vote; or
    (iv) Any other similar means, provided that clear instructions are 
furnished indicating how the security holder may withhold authority to 
vote for any nominee.

Such form of proxy also may provide a means for the security holder to 
grant authority to vote for the nominees set forth, as a group, provided 
that there is a similar means for the security holder to withhold 
authority to vote for such group of nominees. Any such form of proxy 
which is executed by the security holder in such manner as not to 
withhold authority to vote for the election of any nominee shall be 
deemed to grant such authority, provided that the form of proxy so 
states in bold-face type.

    Instructions. 1. Paragraph (2) does not apply in the case of a 
merger, consolidation or other plan if the election of directors is an 
integral part of the plan.
    2. If applicable state law gives legal effect to votes cast against 
a nominee, then in lieu of, or in addition to, providing a means for 
security holders to withhold authority to vote, the registrant should 
provide a similar means for security holders to vote against each 
nominee.

    (c) A proxy may confer discretionary authority to vote on any of the 
following matters:
    (1) For an annual meeting of shareholders, if the registrant did not 
have notice of the matter at least 45 days before the date on which the 
registrant first mailed its proxy materials for the prior year's annual 
meeting of shareholders (or date specified by an advance notice 
provision), and a specific statement to that effect is made in the proxy 
statement or form of proxy. If during the prior year the registrant did 
not hold an annual meeting, or if the date of the meeting has changed 
more than 30 days from the prior year, then notice must not have been 
received a reasonable time before the registrant mails its proxy 
materials for the current year.
    (2) In the case in which the registrant has received timely notice 
in connection with an annual meeting of shareholders (as determined 
under paragraph (c)(1) of this section), if the registrant includes, in 
the proxy statement, advice on the nature of the matter and how the 
registrant intends to exercise its discretion to vote on each matter. 
However, even if the registrant includes this information in its proxy

[[Page 156]]

statement, it may not exercise discretionary voting authority on a 
particular proposal if the proponent:
    (i) Provides the registrant with a written statement, within the 
time-frame determined under paragraph (c)(1) of this section, that the 
proponent intends to deliver a proxy statement and form of proxy to 
holders of at least the percentage of the company's voting shares 
required under applicable law to carry the proposal;
    (ii) Includes the same statement in its proxy materials filed under 
Sec. 240.14a-6; and
    (iii) Immediately after soliciting the percentage of shareholders 
required to carry the proposal, provides the registrant with a statement 
from any solicitor or other person with knowledge that the necessary 
steps have been taken to deliver a proxy statement and form of proxy to 
holders of at least the percentage of the company's voting shares 
required under applicable law to carry the proposal.
    (3) For solicitations other than for annual meetings or for 
solicitations by persons other than the registrant, matters which the 
persons making the solicitation do not know, a reasonable time before 
the solicitation, are to be presented at the meeting, if a specific 
statement to that effect is made in the proxy statement or form of 
proxy.
    (4) Approval of the minutes of the prior meeting if such approval 
does not amount to ratification of the action taken at that meeting;
    (5) The election of any person to any office for which a bona fide 
nominee is named in the proxy statement and such nominee is unable to 
serve or for good cause will not serve.
    (6) Any proposal omitted from the proxy statement and form of proxy 
pursuant to Sec. 240.14a-8 or Sec. 240.14a-9 of this chapter.
    (7) Matters incident to the conduct of the meeting.
    (d) No proxy shall confer authority:
    (1) To vote for the election of any person to any office for which a 
bona fide nominee is not named in the proxy statement,
    (2) To vote at any annual meeting other than the next annual meeting 
(or any adjournment thereof) to be held after the date on which the 
proxy statement and form of proxy are first sent or given to security 
holders,
    (3) To vote with respect to more than one meeting (and any 
adjournment thereof) or more than one consent solicitation or
    (4) To consent to or authorize any action other than the action 
proposed to be taken in the proxy statement, or matters referred to in 
paragraph (c) of this rule. A person shall not be deemed to be a bona 
fide nominee and he shall not be named as such unless he has consented 
to being named in the proxy statement and to serve if elected. Provided, 
however, That nothing in this section 240.14a-4 shall prevent any person 
soliciting in support of nominees who, if elected, would constitute a 
minority of the board of directors, from seeking authority to vote for 
nominees named in the registrant's proxy statement, so long as the 
soliciting party:
    (i) Seeks authority to vote in the aggregate for the number of 
director positions then subject to election;
    (ii) Represents that it will vote for all the registrant nominees, 
other than those registrant nominees specified by the soliciting party;
    (iii) Provides the security holder an opportunity to withhold 
authority with respect to any other registrant nominee by writing the 
name of that nominee on the form of proxy; and
    (iv) States on the form of proxy and in the proxy statement that 
there is no assurance that the registrant's nominees will serve if 
elected with any of the soliciting party's nominees.
    (e) The proxy statement or form of proxy shall provide, subject to 
reasonable specified conditions, that the shares represented by the 
proxy will be voted and that where the person solicited specifies by 
means of a ballot provided pursuant to paragraph (b) of this section a 
choice with respect to any matter to be acted upon, the shares will be 
voted in accordance with the specifications so made.
    (f) No person conducting a solicitation subject to this regulation 
shall deliver a form of proxy, consent or authorization to any security 
holder unless the security holder concurrently receives, or has 
previously received, a definitive proxy statement that has

[[Page 157]]

been filed with the Commission pursuant to Sec. 240.14a-6(b).

(Secs. 12, 13, 14, 15(d), 23(a), 48 Stat. 892, 894, 895, 901; secs. 1, 
3, 8, 49 Stat. 1375, 1377, 1379; sec. 203(a), 49 Stat. 704; sec. 202, 68 
Stat. 686; secs. 3, 4, 5, 6, 78, Stat. 565-568, 569, 570-574; secs. 1, 
2, 3, 82 Stat. 454, 455, secs. 28(c), 1, 2, 3-5, 84 Stat. 1435, 1497; 
secs. 10, 18, 89 Stat. 119, 155; sec. 308(b), 90 Stat. 57; sec. 204, 91 
Stat. 1500; 15 U.S.C. 78l, 78m, 78n, 78o(d), 78w(a))

[17 FR 11432, Dec. 18, 1952, as amended at 31 FR 212, Jan. 7, 1966; 32 
FR 20963, Dec. 29, 1967; 44 FR 68770, Nov. 29, 1979; 45 FR 76979, Nov. 
21, 1980; 51 FR 42060, Nov. 20, 1986; 57 FR 48291, Oct. 22, 1992; 59 FR 
67764, Dec. 30, 1994; 63 FR 29118, May 28, 1998; 63 FR 50622, Sept. 22, 
1998; 64 FR 61456, Nov. 10, 1999]



Sec. 240.14a-5  Presentation of information in proxy statement.

    (a) The information included in the proxy statement shall be clearly 
presented and the statements made shall be divided into groups according 
to subject matter and the various groups of statements shall be preceded 
by appropriate headings. The order of items and sub-items in the 
schedule need not be followed. Where practicable and appropriate, the 
information shall be presented in tabular form. All amounts shall be 
stated in figures. Information required by more than one applicable item 
need not be repeated. No statement need be made in response to any item 
or sub-item which is inapplicable.
    (b) Any information required to be included in the proxy statement 
as to terms of securities or other subject matter which from a 
standpoint of practical necessity must be determined in the future may 
be stated in terms of present knowledge and intention. To the extent 
practicable, the authority to be conferred concerning each such matter 
shall be confined within limits reasonably related to the need for 
discretionary authority. Subject to the foregoing, information which is 
not known to the persons on whose behalf the solicitation is to be made 
and which it is not reasonably within the power of such persons to 
ascertain or procure may be omitted, if a brief statement of the 
circumstances rendering such information unavailable is made.
    (c) Any information contained in any other proxy soliciting material 
which has been furnished to each person solicited in connection with the 
same meeting or subject matter may be omitted from the proxy statement, 
if a clear reference is made to the particular document containing such 
information.
    (d)(1) All printed proxy statements shall be in roman type at least 
as large and as legible as 10-point modern type, except that to the 
extent necessary for convenient presentation financial statements and 
other tabular data, but not the notes thereto, may be in roman type at 
least as large and as legible as 8-point modern type. All such type 
shall be leaded at least 2 points.
    (2) Where a proxy statement is delivered through an electronic 
medium, issuers may satisfy legibility requirements applicable to 
printed documents, such as type size and font, by presenting all 
required information in a format readily communicated to investors.
    (e) All proxy statements shall disclose, under an appropriate 
caption, the following dates:
    (1) The deadline for submitting shareholder proposals for inclusion 
in the registrant's proxy statement and form of proxy for the 
registrant's next annual meeting, calculated in the manner provided in 
Sec. 240.14a-8(e)(Question 5); and
    (2) The date after which notice of a shareholder proposal submitted 
outside the processes of Sec. 240.14a-8 is considered untimely, either 
calculated in the manner provided by Sec. 240.14a-4(c)(1) or as 
established by the registrant's advance notice provision, if any, 
authorized by applicable state law.
    (f) If the date of the next annual meeting is subsequently advanced 
or delayed by more than 30 calendar days from the date of the annual 
meeting to which the proxy statement relates, the registrant shall, in a 
timely manner, inform shareholders of such change, and the new dates 
referred to in paragraphs (e)(1) and (e)(2) of this section, by 
including a notice, under Item 5, in its earliest possible quarterly 
report on Form 10-Q (Sec. 249.308a of this chapter) or Form 10-QSB 
(Sec. 249.308b of this chapter), or, in the case of investment 
companies, in a shareholder report under Sec. 270.30d-1 of this chapter 
under the Investment Company Act of 1940, or, if

[[Page 158]]

impracticable, any means reasonably calculated to inform shareholders.

(Secs. 12, 13, 14, 15(d), 23(a), 48 Stat. 892, 894, 895, 901; secs. 1, 
3, 8, 49 Stat. 1375, 1377, 1379; sec. 203(a), 49 Stat. 704; sec. 202, 68 
Stat. 686; secs. 3, 4, 5, 6, 78, Stat. 565-568, 569, 570-574; secs. 1, 
2, 3, 82 Stat. 454, 455, secs. 28(c), 1, 2, 3-5, 84 Stat. 1435, 1497; 
secs. 10, 18, 89 Stat. 119, 155; sec. 308(b), 90 Stat. 57; sec. 204, 91 
Stat. 1500; 15 U.S.C. 78l, 78m, 78n, 78o(d), 78w(a))

[17 FR 11432, Dec. 18, 1952, as amended at 36 FR 8935, May 15, 1971; 37 
FR 23179, Oct. 31, 1972; 44 FR 68770, Nov. 29, 1979; 51 FR 42061, Nov. 
20, 1986; 61 FR 24656, May 15, 1996; 63 FR 29118, May 28, 1998; 63 FR 
46881, Sept. 3, 1998]



Sec. 240.14a-6  Filing requirements.

    (a) Preliminary proxy statement. Five preliminary copies of the 
proxy statement and form of proxy shall be filed with the Commission at 
least 10 calendar days prior to the date definitive copies of such 
material are first sent or given to security holders, or such shorter 
period prior to that date as the Commission may authorize upon a showing 
of good cause thereunder. A registrant, however, shall not file with the 
Commission a preliminary proxy statement, form of proxy or other 
soliciting material to be furnished to security holders concurrently 
therewith if the solicitation relates to an annual (or special meeting 
in lieu of the annual) meeting, or for an investment company registered 
under the Investment Company Act of 1940 (15 U.S.C. 80a-1 et seq.) or a 
business development company, if the solicitation relates to any meeting 
of security holders at which the only matters to be acted upon are:
    (1) The election of directors;
    (2) The election, approval or ratification of accountant(s);
    (3) A security holder proposal included pursuant to Rule 14a-8 
(Sec. 240.14a-8 of this chapter);
    (4) The approval or ratification of a plan as defined in paragraph 
(a)(7)(ii) of Item 402 of Regulation S-K (Sec. 229.402(a)(7)(ii) of this 
chapter) or amendments to such a plan;
    (5) With respect to an investment company registered under the 
Investment Company Act of 1940 or a business development company, a 
proposal to continue, without change, any advisory or other contract or 
agreement that previously has been the subject of a proxy solicitation 
for which proxy material was filed with the Commission pursuant to this 
section; and/or
    (6) With respect to an open-end investment company registered under 
the Investment Company Act of 1940, a proposal to increase the number of 
shares authorized to be issued.

This exclusion from filing preliminary proxy material does not apply if 
the registrant comments upon or refers to a solicitation in opposition 
in connection with the meeting in its proxy material.

    Note 1: The filing of revised material does not recommence the ten 
day time period unless the revised material contains material revisions 
or material new proposal(s) that constitute a fundamental change in the 
proxy material.

    Note 2: The official responsible for the preparation of the proxy 
material should make every effort to verify the accuracy and 
completeness of the information required by the applicable rules. The 
preliminary material should be filed with the Commission at the earliest 
practicable date.

    Note 3: Solicitation in Opposition. For purposes of the exclusion 
from filing preliminary proxy material, a ``solicitation in opposition'' 
includes: (a) Any solicitation opposing a proposal supported by the 
registrant; and (b) any solicitation supporting a proposal that the 
registrant does not expressly support, other than a security holder 
proposal included in the registrant's proxy material pursuant to Rule 
14a-8 (Sec. 240.14a-8 of this chapter). The inclusion of a security 
holder proposal in the registrant's proxy material pursuant to Rule 14a-
8 does not constitute a ``solicitation in opposition,'' even if the 
registrant opposes the proposal and/or includes a statement in 
opposition to the proposal.

    Note 4: A registrant that is filing proxy material in preliminary 
form only because the registrant has commented on or referred to a 
solicitation in opposition should indicate that fact in a transmittal 
letter when filing the preliminary material with the Commission.

    (b) Definitive proxy statement and other soliciting material. Eight 
definitive copies of the proxy statement, form of proxy and all other 
soliciting materials, in the same form as the materials sent to security 
holders, must be filed with the Commission no later than the date they 
are first sent or given to security holders. Three copies of these 
materials also must be filed with, or

[[Page 159]]

mailed for filing to, each national securities exchange on which the 
registrant has a class of securities listed and registered.
    (c) Personal solicitation materials. If part or all of the 
solicitation involves personal solicitation, then eight copies of all 
written instructions or other materials that discuss, review or comment 
on the merits of any matter to be acted on, that are furnished to 
persons making the actual solicitation for their use directly or 
indirectly in connection with the solicitation, must be filed with the 
Commission no later than the date the materials are first sent or given 
to these persons.
    (d) Release dates. All preliminary proxy statements and forms of 
proxy filed pursuant to paragraph (a) of this section shall be 
accompanied by a statement of the date on which definitive copies 
thereof filed pursuant to paragraph (b) of this section are intended to 
be released to security holders. All definitive material filed pursuant 
to paragraph (b) of this section shall be accompanied by a statement of 
the date on which copies of such material were released to security 
holders, or, if not released, the date on which copies thereof are 
intended to be released. All material filed pursuant to paragraph (c) of 
this section shall be accompanied by a statement of the date on which 
copies thereof were released to the individual who will make the actual 
solicitation or if not released, the date on which copies thereof are 
intended to be released.
    (e)(1) Public availability of information. All copies of preliminary 
proxy statements and forms of proxy filed pursuant to paragraph (a) of 
this section shall be clearly marked ``Preliminary Copies,'' and shall 
be deemed immediately available for public inspection unless 
confidential treatment is obtained pursuant to paragraph (e)(2) of this 
section.
    (2) Confidential treatment. If action will be taken on any matter 
specified in Item 14 of Schedule 14A (Sec. 240.14a-101), all copies of 
the preliminary proxy statement and form of proxy filed under paragraph 
(a) of this section will be for the information of the Commission only 
and will not be deemed available for public inspection until filed with 
the Commission in definitive form so long as:
    (i) The proxy statement does not relate to a matter or proposal 
subject to Sec. 240.13e-3 or a roll-up transaction as defined in Item 
901(c) of Regulation S-K (Sec. 229.901(c) of this chapter);
    (ii) Neither the parties to the transaction nor any persons 
authorized to act on their behalf have made any public communications 
relating to the transaction except for statements where the content is 
limited to the information specified in Sec. 230.135 of this chapter; 
and
    (iii) The materials are filed in paper and marked ``Confidential, 
For Use of the Commission Only.'' In all cases, the materials may be 
disclosed to any department or agency of the United States Government 
and to the Congress, and the Commission may make any inquiries or 
investigation into the materials as may be necessary to conduct an 
adequate review by the Commission.

    Instruction to paragraph (e)(2): If communications are made publicly 
that go beyond the information specified in Sec. 230.135 of this 
chapter, the preliminary proxy materials must be re-filed promptly with 
the Commission as public materials.
    (f) Communications not required to be filed. Copies of replies to 
inquiries from security holders requesting further information and 
copies of communications which do no more than request that forms of 
proxy theretofore solicited be signed and returned need not be filed 
pursuant to this section.
    (g) Solicitations subject to Sec. 240.14a-2(b)(1). (1) Any person 
who:
    (i) Engages in a solicitation pursuant to Sec. 240.14a-2(b)(1), and
    (ii) At the commencement of that solicitation owns beneficially 
securities of the class which is the subject of the solicitation with a 
market value of over $5 million,

shall furnish or mail to the Commission, not later than three days after 
the date the written solicitation is first sent or given to any security 
holder, five copies of a statement containing the information specified 
in the Notice of Exempt Solicitation (Sec. 240.14a-103) which statement 
shall attach as an exhibit all written soliciting

[[Page 160]]

materials. Five copies of an amendment to such statement shall be 
furnished or mailed to the Commission, in connection with dissemination 
of any additional communications, not later than three days after the 
date the additional material is first sent or given to any security 
holder. Three copies of the Notice of Exempt Solicitation and amendments 
thereto shall, at the same time the materials are furnished or mailed to 
the Commission, be furnished or mailed to each national securities 
exchange upon which any class of securities of the registrant is listed 
and registered.

    (2) Notwithstanding paragraph (g)(1) of this section, no such 
submission need be made with respect to oral solicitations (other than 
with respect to scripts used in connection with such oral 
solicitations), speeches delivered in a public forum, press releases, 
published or broadcast opinions, statements, and advertisements 
appearing in a broadcast media, or a newspaper, magazine or other bona 
fide publication disseminated on a regular basis.
    (h) Revised material. Where any proxy statement, form of proxy or 
other material filed pursuant to this section is amended or revised, two 
of the copies of such amended or revised material filed pursuant to this 
section (or in the case of investment companies registered under the 
Investment Company Act of 1940, three of such copies) shall be marked to 
indicate clearly and precisely the changes effected therein. If the 
amendment or revision alters the text of the material the changes in 
such text shall be indicated by means of underscoring or in some other 
appropriate manner.
    (i) Fees. At the time of filing the proxy solicitation material, the 
persons upon whose behalf the solicitation is made, other than 
investment companies registered under the Investment Company Act of 
1940, shall pay to the Commission the following applicable fee:
    (1) For preliminary proxy material involving acquisitions, mergers, 
spinoffs, consolidations or proposed sales or other dispositions of 
substantially all the assets of the company, a fee established in 
accordance with Rule 0-11 (Sec. 240.0-11 of this chapter) shall be paid. 
No refund shall be given.
    (2) For all other proxy submissions and submissions made pursuant to 
Sec. 240.14a-6(g), no fee shall be required.
    (j) Merger proxy materials. (1) Any proxy statement, form of proxy 
or other soliciting material required to be filed by this section that 
also is either
    (i) Included in a registration statement filed under the Securities 
Act of 1933 on Forms S-4 (Sec. 239.25 of this chapter), F-4 (Sec. 239.34 
of this chapter) or N-14 (Sec. 239.23 of this chapter); or
    (ii) Filed under Sec. 230.424, Sec. 230.425 or Sec. 230.497 of this 
chapter is required to be filed only under the Securities Act, and is 
deemed filed under this section.
    (2) Under paragraph (j)(1) of this section, the fee required by 
paragraph (i) of this section need not be paid.
    (k) Computing time periods. In computing time periods beginning with 
the filing date specified in Regulation 14A (Secs. 240.14a-1 to 240.14b-
1 of this chapter), the filing date shall be counted as the first day of 
the time period and midnight of the last day shall constitute the end of 
the specified time period.
    (l) Roll-up transactions. If a transaction is a roll-up transaction 
as defined in Item 901(c) of Regulation S-K (17 CFR 229.901(c)) and is 
registered (or authorized to be registered) on Form S-4 (17 CFR 229.25) 
or Form F-4 (17 CFR 229.34), the proxy statement of the sponsor or the 
general partner as defined in Item 901(d) and Item 901(a), respectively, 
of Regulation S-K (17 CFR 229.901) must be distributed to security 
holders no later than the lesser of 60 calendar days prior to the date 
on which the meeting of security holders is held or action is taken, or 
the maximum number of days permitted for giving notice under applicable 
state law.
    (m) Cover page. Proxy materials filed with the Commission shall 
include a cover page in the form set forth in Schedule 14A 
(Sec. 240.14a-101 of this chapter). The cover page required by this 
paragraph need not be distributed to security holders.
    (n) Solicitations subject to Sec. 240.14a-2(b)(4). Any person who:
    (1) Engages in a solicitation pursuant to Sec. 240.14a-2(b)(4); and

[[Page 161]]

    (2) At the commencement of that solicitation both owns five percent 
(5%) or more of the outstanding securities of a class that is the 
subject of the proposed roll-up transaction, and engages in the business 
of buying and selling limited partnership interests in the secondary 
market, shall furnish or mail to the Commission, not later than three 
days after the date an oral or written solicitation by that person is 
first made, sent or provided to any security holder, five copies of a 
statement containing the information specified in the Notice of Exempt 
Preliminary Roll-up Communication (Sec. 240.14a-104). Five copies of any 
amendment to such statement shall be furnished or mailed to the 
Commission not later than three days after a communication containing 
revised material is first made, sent or provided to any security holder.
    (o) Solicitations before furnishing a definitive proxy statement. 
Solicitations that are published, sent or given to security holders 
before they have been furnished a definitive proxy statement must be 
made in accordance with Sec. 240.14a-12 unless there is an exemption 
available under Sec. 240.14a-2.

[17 FR 11432, Dec. 18, 1952]

    Editorial Note: For Federal Register citations affecting 
Sec. 240.14a-6, see the List of CFR Sections Affected in the Finding 
Aids section of this volume.



Sec. 240.14a-7  Obligations of registrants to provide a list of, or mail soliciting material to, security holders.

    (a) If the registrant has made or intends to make a proxy 
solicitation in connection with a security holder meeting or action by 
consent or authorization, upon the written request by any record or 
beneficial holder of securities of the class entitled to vote at the 
meeting or to execute a consent or authorization to provide a list of 
security holders or to mail the requesting security holder's materials, 
regardless of whether the request references this section, the 
registrant shall:
    (1) Deliver to the requesting security holder within five business 
days after receipt of the request:
    (i) Notification as to whether the registrant has elected to mail 
the security holder's soliciting materials or provide a security holder 
list if the election under paragraph (b) of this section is to be made 
by the registrant;
    (ii) A statement of the approximate number of record holders and 
beneficial holders, separated by type of holder and class, owning 
securities in the same class or classes as holders which have been or 
are to be solicited on management's behalf, or any more limited group of 
such holders designated by the security holder if available or 
retrievable under the registrant's or its transfer agent's security 
holder data systems; and
    (iii) The estimated cost of mailing a proxy statement, form of proxy 
or other communication to such holders, including to the extent known or 
reasonably available, the estimated costs of any bank, broker, and 
similar person through whom the registrant has solicited or intends to 
solicit beneficial owners in connection with the security holder meeting 
or action;
    (2) Perform the acts set forth in either paragraphs (a)(2)(i) or 
(a)(2)(ii) of this section, at the registrant's or requesting security 
holder's option, as specified in paragraph (b) of this section:
    (i) Mail copies of any proxy statement, form of proxy or other 
soliciting material furnished by the security holder to the record 
holders, including banks, brokers, and similar entities, designated by 
the security holder. A sufficient number of copies must be mailed to the 
banks, brokers and similar entities for distribution to all beneficial 
owners designated by the security holder. The registrant shall mail the 
security holder material with reasonable promptness after tender of the 
material to be mailed, envelopes or other containers therefor, postage 
or payment for postage and other reasonable expenses of effecting such 
mailing. The registrant shall not be responsible for the content of the 
material; or
    (ii) Deliver the following information to the requesting security 
holder within five business days of receipt of the request: a reasonably 
current list of the names, addresses and security positions of the 
record holders, including banks, brokers and similar entities, holding 
securities in the same class or classes as holders which have been or

[[Page 162]]

are to be solicited on management's behalf, or any more limited group of 
such holders designated by the security holder if available or 
retrievable under the registrant's or its transfer agent's security 
holder data systems; the most recent list of names, addresses and 
security positions of beneficial owners as specified in Sec. 240.14a-
13(b), in the possession, or which subsequently comes into the 
possession, of the registrant. All security holder list information 
shall be in the form requested by the security holder to the extent that 
such form is available to the registrant without undue burden or 
expense. The registrant shall furnish the security holder with updated 
record holder information on a daily basis or, if not available on a 
daily basis, at the shortest reasonable intervals, provided, however, 
the registrant need not provide beneficial or record holder information 
more current than the record date for the meeting or action.
    (b)(1) The requesting security holder shall have the options set 
forth in paragraph (a)(2) of this section, and the registrant shall have 
corresponding obligations, if the registrant or general partner or 
sponsor is soliciting or intends to solicit with respect to:
    (i) A proposal that is subject to Sec. 240.13e-3;
    (ii) A roll-up transaction as defined in Item 901(c) of Regulation 
S-K (Sec. 229.901(c) of this chapter) that involves an entity with 
securities registered pursuant to Section 12 of the Act (15 U.S.C. 78l); 
or
    (iii) A roll-up transaction as defined in Item 901(c) of Regulation 
S-K (Sec. 229.901(c) of this chapter) that involves a limited 
partnership, unless the transaction involves only:
    (A) Partnerships whose investors will receive new securities or 
securities in another entity that are not reported under a transaction 
reporting plan declared effective before December 17, 1993 by the 
Commission under Section 11A of the Act (15 U.S.C. 78k-1); or
    (B) Partnerships whose investors' securities are reported under a 
transaction reporting plan declared effective before December 17, 1993 
by the Commission under Section 11A of the Act (15 U.S.C. 78k-1).
    (2) With respect to all other requests pursuant to this section, the 
registrant shall have the option to either mail the security holder's 
material or furnish the security holder list as set forth in this 
section.
    (c) At the time of a list request, the security holder making the 
request shall:
    (1) If holding the registrant's securities through a nominee, 
provide the registrant with a statement by the nominee or other 
independent third party, or a copy of a current filing made with the 
Commission and furnished to the registrant, confirming such holder's 
beneficial ownership; and
    (2) Provide the registrant with an affidavit, declaration, 
affirmation or other similar document provided for under applicable 
state law identifying the proposal or other corporate action that will 
be the subject of the security holder's solicitation or communication 
and attesting that:
    (i) The security holder will not use the list information for any 
purpose other than to solicit security holders with respect to the same 
meeting or action by consent or authorization for which the registrant 
is soliciting or intends to solicit or to communicate with security 
holders with respect to a solicitation commenced by the registrant; and
    (ii) The security holder will not disclose such information to any 
person other than a beneficial owner for whom the request was made and 
an employee or agent to the extent necessary to effectuate the 
communication or solicitation.
    (d) The security holder shall not use the information furnished by 
the registrant pursuant to paragraph (a)(2)(ii) of this section for any 
purpose other than to solicit security holders with respect to the same 
meeting or action by consent or authorization for which the registrant 
is soliciting or intends to solicit or to communicate with security 
holders with respect to a solicitation commenced by the registrant; or 
disclose such information to any person other than an employee, agent, 
or beneficial owner for whom a request was made to the extent necessary 
to effectuate the communication or solicitation. The security holder 
shall return

[[Page 163]]

the information provided pursuant to paragraph (a)(2)(ii) of this 
section and shall not retain any copies thereof or of any information 
derived from such information after the termination of the solicitation.
    (e) The security holder shall reimburse the reasonable expenses 
incurred by the registrant in performing the acts requested pursuant to 
paragraph (a) of this section.

    Note to Sec. 240.14a-7. Reasonably prompt methods of distribution to 
security holders may be used instead of mailing. If an alternative 
distribution method is chosen, the costs of that method should be 
considered where necessary rather than the costs of mailing.

[57 FR 48292, Oct. 22, 1992, as amended at 59 FR 63684, Dec. 8, 1994; 61 
FR 24657, May 15, 1996]



Sec. 240.14a-8  Shareholder proposals.

    This section addresses when a company must include a shareholder's 
proposal in its proxy statement and identify the proposal in its form of 
proxy when the company holds an annual or special meeting of 
shareholders. In summary, in order to have your shareholder proposal 
included on a company's proxy card, and included along with any 
supporting statement in its proxy statement, you must be eligible and 
follow certain procedures. Under a few specific circumstances, the 
company is permitted to exclude your proposal, but only after submitting 
its reasons to the Commission. We structured this section in a question-
and-answer format so that it is easier to understand. The references to 
``you'' are to a shareholder seeking to submit the proposal.
    (a) Question 1: What is a proposal? A shareholder proposal is your 
recommendation or requirement that the company and/or its board of 
directors take action, which you intend to present at a meeting of the 
company's shareholders. Your proposal should state as clearly as 
possible the course of action that you believe the company should 
follow. If your proposal is placed on the company's proxy card, the 
company must also provide in the form of proxy means for shareholders to 
specify by boxes a choice between approval or disapproval, or 
abstention. Unless otherwise indicated, the word ``proposal'' as used in 
this section refers both to your proposal, and to your corresponding 
statement in support of your proposal (if any).
    (b) Question 2: Who is eligible to submit a proposal, and how do I 
demonstrate to the company that I am eligible? (1) In order to be 
eligible to submit a proposal, you must have continuously held at least 
$2,000 in market value, or 1%, of the company's securities entitled to 
be voted on the proposal at the meeting for at least one year by the 
date you submit the proposal. You must continue to hold those securities 
through the date of the meeting.
    (2) If you are the registered holder of your securities, which means 
that your name appears in the company's records as a shareholder, the 
company can verify your eligibility on its own, although you will still 
have to provide the company with a written statement that you intend to 
continue to hold the securities through the date of the meeting of 
shareholders. However, if like many shareholders you are not a 
registered holder, the company likely does not know that you are a 
shareholder, or how many shares you own. In this case, at the time you 
submit your proposal, you must prove your eligibility to the company in 
one of two ways:
    (i) The first way is to submit to the company a written statement 
from the ``record'' holder of your securities (usually a broker or bank) 
verifying that, at the time you submitted your proposal, you 
continuously held the securities for at least one year. You must also 
include your own written statement that you intend to continue to hold 
the securities through the date of the meeting of shareholders; or
    (ii) The second way to prove ownership applies only if you have 
filed a Schedule 13D (Sec. 240.13d-101), Schedule 13G (Sec. 240.13d-
102), Form 3 (Sec. 249.103 of this chapter), Form 4 (Sec. 249.104 of 
this chapter) and/or Form 5 (Sec. 249.105 of this chapter), or 
amendments to those documents or updated forms, reflecting your 
ownership of the shares as of or before the date on which the one-year 
eligibility period begins. If you have filed one of these documents with 
the

[[Page 164]]

SEC, you may demonstrate your eligibility by submitting to the company:
    (A) A copy of the schedule and/or form, and any subsequent 
amendments reporting a change in your ownership level;
    (B) Your written statement that you continuously held the required 
number of shares for the one-year period as of the date of the 
statement; and
    (C) Your written statement that you intend to continue ownership of 
the shares through the date of the company's annual or special meeting.
    (c) Question 3: How many proposals may I submit? Each shareholder 
may submit no more than one proposal to a company for a particular 
shareholders' meeting.
    (d) Question 4: How long can my proposal be? The proposal, including 
any accompanying supporting statement, may not exceed 500 words.
    (e) Question 5: What is the deadline for submitting a proposal? (1) 
If you are submitting your proposal for the company's annual meeting, 
you can in most cases find the deadline in last year's proxy statement. 
However, if the company did not hold an annual meeting last year, or has 
changed the date of its meeting for this year more than 30 days from 
last year's meeting, you can usually find the deadline in one of the 
company's quarterly reports on Form 10-Q (Sec. 249.308a of this chapter) 
or 10-QSB (Sec. 249.308b of this chapter), or in shareholder reports of 
investment companies under Sec. 270.30d-1 of this chapter of the 
Investment Company Act of 1940. In order to avoid controversy, 
shareholders should submit their proposals by means, including 
electronic means, that permit them to prove the date of delivery.
    (2) The deadline is calculated in the following manner if the 
proposal is submitted for a regularly scheduled annual meeting. The 
proposal must be received at the company's principal executive offices 
not less than 120 calendar days before the date of the company's proxy 
statement released to shareholders in connection with the previous 
year's annual meeting. However, if the company did not hold an annual 
meeting the previous year, or if the date of this year's annual meeting 
has been changed by more than 30 days from the date of the previous 
year's meeting, then the deadline is a reasonable time before the 
company begins to print and mail its proxy materials.
    (3) If you are submitting your proposal for a meeting of 
shareholders other than a regularly scheduled annual meeting, the 
deadline is a reasonable time before the company begins to print and 
mail its proxy materials.
    (f) Question 6: What if I fail to follow one of the eligibility or 
procedural requirements explained in answers to Questions 1 through 4 of 
this section? (1) The company may exclude your proposal, but only after 
it has notified you of the problem, and you have failed adequately to 
correct it. Within 14 calendar days of receiving your proposal, the 
company must notify you in writing of any procedural or eligibility 
deficiencies, as well as of the time frame for your response. Your 
response must be postmarked, or transmitted electronically, no later 
than 14 days from the date you received the company's notification. A 
company need not provide you such notice of a deficiency if the 
deficiency cannot be remedied, such as if you fail to submit a proposal 
by the company's properly determined deadline. If the company intends to 
exclude the proposal, it will later have to make a submission under 
Sec. 240.14a-8 and provide you with a copy under Question 10 below, 
Sec. 240.14a-8(j).
    (2) If you fail in your promise to hold the required number of 
securities through the date of the meeting of shareholders, then the 
company will be permitted to exclude all of your proposals from its 
proxy materials for any meeting held in the following two calendar 
years.
    (g) Question 7: Who has the burden of persuading the Commission or 
its staff that my proposal can be excluded? Except as otherwise noted, 
the burden is on the company to demonstrate that it is entitled to 
exclude a proposal.
    (h) Question 8: Must I appear personally at the shareholders' 
meeting to present the proposal? (1) Either you, or your representative 
who is qualified under state law to present the proposal on your behalf, 
must attend the meeting to present the proposal. Whether you attend the 
meeting yourself or send a qualified representative to the

[[Page 165]]

meeting in your place, you should make sure that you, or your 
representative, follow the proper state law procedures for attending the 
meeting and/or presenting your proposal.
    (2) If the company holds its shareholder meeting in whole or in part 
via electronic media, and the company permits you or your representative 
to present your proposal via such media, then you may appear through 
electronic media rather than traveling to the meeting to appear in 
person.
    (3) If you or your qualified representative fail to appear and 
present the proposal, without good cause, the company will be permitted 
to exclude all of your proposals from its proxy materials for any 
meetings held in the following two calendar years.
    (i) Question 9: If I have complied with the procedural requirements, 
on what other bases may a company rely to exclude my proposal? (1) 
Improper under state law: If the proposal is not a proper subject for 
action by shareholders under the laws of the jurisdiction of the 
company's organization;

    Note to paragraph (i)(1):
    Depending on the subject matter, some proposals are not considered 
proper under state law if they would be binding on the company if 
approved by shareholders. In our experience, most proposals that are 
cast as recommendations or requests that the board of directors take 
specified action are proper under state law. Accordingly, we will assume 
that a proposal drafted as a recommendation or suggestion is proper 
unless the company demonstrates otherwise.

    (2) Violation of law: If the proposal would, if implemented, cause 
the company to violate any state, federal, or foreign law to which it is 
subject;

    Note to paragraph (i)(2):
    We will not apply this basis for exclusion to permit exclusion of a 
proposal on grounds that it would violate foreign law if compliance with 
the foreign law would result in a violation of any state or federal law.

    (3) Violation of proxy rules: If the proposal or supporting 
statement is contrary to any of the Commission's proxy rules, including 
Sec. 240.14a-9, which prohibits materially false or misleading 
statements in proxy soliciting materials;
    (4) Personal grievance; special interest: If the proposal relates to 
the redress of a personal claim or grievance against the company or any 
other person, or if it is designed to result in a benefit to you, or to 
further a personal interest, which is not shared by the other 
shareholders at large;
    (5) Relevance: If the proposal relates to operations which account 
for less than 5 percent of the company's total assets at the end of its 
most recent fiscal year, and for less than 5 percent of its net earnings 
and gross sales for its most recent fiscal year, and is not otherwise 
significantly related to the company's business;
    (6) Absence of power/authority: If the company would lack the power 
or authority to implement the proposal;
    (7) Management functions: If the proposal deals with a matter 
relating to the company's ordinary business operations;
    (8) Relates to election: If the proposal relates to an election for 
membership on the company's board of directors or analogous governing 
body;
    (9) Conflicts with company's proposal: If the proposal directly 
conflicts with one of the company's own proposals to be submitted to 
shareholders at the same meeting;

    Note to paragraph (i)(9):
    A company's submission to the Commission under this section should 
specify the points of conflict with the company's proposal.

    (10) Substantially implemented: If the company has already 
substantially implemented the proposal;
    (11) Duplication: If the proposal substantially duplicates another 
proposal previously submitted to the company by another proponent that 
will be included in the company's proxy materials for the same meeting;
    (12) Resubmissions: If the proposal deals with substantially the 
same subject matter as another proposal or proposals that has or have 
been previously included in the company's proxy materials within the 
preceding 5 calendar years, a company may exclude it from its proxy 
materials for any meeting held within 3 calendar years of the last time 
it was included if the proposal received:
    (i) Less than 3% of the vote if proposed once within the preceding 5 
calendar years;

[[Page 166]]

    (ii) Less than 6% of the vote on its last submission to shareholders 
if proposed twice previously within the preceding 5 calendar years; or
    (iii) Less than 10% of the vote on its last submission to 
shareholders if proposed three times or more previously within the 
preceding 5 calendar years; and
    (13) Specific amount of dividends: If the proposal relates to 
specific amounts of cash or stock dividends.
    (j) Question 10: What procedures must the company follow if it 
intends to exclude my proposal? (1) If the company intends to exclude a 
proposal from its proxy materials, it must file its reasons with the 
Commission no later than 80 calendar days before it files its definitive 
proxy statement and form of proxy with the Commission. The company must 
simultaneously provide you with a copy of its submission. The Commission 
staff may permit the company to make its submission later than 80 days 
before the company files its definitive proxy statement and form of 
proxy, if the company demonstrates good cause for missing the deadline.
    (2) The company must file six paper copies of the following:
    (i) The proposal;
    (ii) An explanation of why the company believes that it may exclude 
the proposal, which should, if possible, refer to the most recent 
applicable authority, such as prior Division letters issued under the 
rule; and
    (iii) A supporting opinion of counsel when such reasons are based on 
matters of state or foreign law.
    (k) Question 11: May I submit my own statement to the Commission 
responding to the company's arguments?
    Yes, you may submit a response, but it is not required. You should 
try to submit any response to us, with a copy to the company, as soon as 
possible after the company makes its submission. This way, the 
Commission staff will have time to consider fully your submission before 
it issues its response. You should submit six paper copies of your 
response.
    (l) Question 12: If the company includes my shareholder proposal in 
its proxy materials, what information about me must it include along 
with the proposal itself?
    (1) The company's proxy statement must include your name and 
address, as well as the number of the company's voting securities that 
you hold. However, instead of providing that information, the company 
may instead include a statement that it will provide the information to 
shareholders promptly upon receiving an oral or written request.
    (2) The company is not responsible for the contents of your proposal 
or supporting statement.
    (m) Question 13: What can I do if the company includes in its proxy 
statement reasons why it believes shareholders should not vote in favor 
of my proposal, and I disagree with some of its statements?
    (1) The company may elect to include in its proxy statement reasons 
why it believes shareholders should vote against your proposal. The 
company is allowed to make arguments reflecting its own point of view, 
just as you may express your own point of view in your proposal's 
supporting statement.
    (2) However, if you believe that the company's opposition to your 
proposal contains materially false or misleading statements that may 
violate our anti-fraud rule, Sec. 240.14a-9, you should promptly send to 
the Commission staff and the company a letter explaining the reasons for 
your view, along with a copy of the company's statements opposing your 
proposal. To the extent possible, your letter should include specific 
factual information demonstrating the inaccuracy of the company's 
claims. Time permitting, you may wish to try to work out your 
differences with the company by yourself before contacting the 
Commission staff.
    (3) We require the company to send you a copy of its statements 
opposing your proposal before it mails its proxy materials, so that you 
may bring to our attention any materially false or misleading 
statements, under the following timeframes:
    (i) If our no-action response requires that you make revisions to 
your proposal or supporting statement as a condition to requiring the 
company to include it in its proxy materials, then the company must 
provide you with a copy of its opposition statements no

[[Page 167]]

later than 5 calendar days after the company receives a copy of your 
revised proposal; or
    (ii) In all other cases, the company must provide you with a copy of 
its opposition statements no later than 30 calendar days before its 
files definitive copies of its proxy statement and form of proxy under 
Sec. 240.14a-6.

[63 FR 29119, May 28, 1998; 63 FR 50622, 50623, Sept. 22, 1998]



Sec. 240.14a-9  False or misleading statements.

    (a) No solicitation subject to this regulation shall be made by 
means of any proxy statement, form of proxy, notice of meeting or other 
communication, written or oral, containing any statement which, at the 
time and in the light of the circumstances under which it is made, is 
false or misleading with respect to any material fact, or which omits to 
state any material fact necessary in order to make the statements 
therein not false or misleading or necessary to correct any statement in 
any earlier communication with respect to the solicitation of a proxy 
for the same meeting or subject matter which has become false or 
misleading.
    (b) The fact that a proxy statement, form of proxy or other 
soliciting material has been filed with or examined by the Commission 
shall not be deemed a finding by the Commission that such material is 
accurate or complete or not false or misleading, or that the Commission 
has passed upon the merits of or approved any statement contained 
therein or any matter to be acted upon by security holders. No 
representation contrary to the foregoing shall be made.
    Note:  The following are some examples of what, depending upon 
particular facts and circumstances, may be misleading within the meaning 
of this section.
    (a) Predictions as to specific future market values.
    (b) Material which directly or indirectly impugns character, 
integrity or personal reputation, or directly or indirectly makes 
charges concerning improper, illegal or immoral conduct or associations, 
without factual foundation.
    (c) Failure to so identify a proxy statement, form of proxy and 
other soliciting material as to clearly distinguish it from the 
soliciting material of any other person or persons soliciting for the 
same meeting or subject matter.
    (d) Claims made prior to a meeting regarding the results of a 
solicitation.


(Secs. 19(a), 3(b), 23(a)(1), 20, 319(a), 48 Stat. 85, 882, 901; sec. 
209, 48 Stat. 908; 49 Stat. 833; sec. 203(a), 49 Stat. 704; sec. 8, 49 
Stat. 1379; 53 Stat. 1173; secs. 3, 18, 89 Stat. 97, 155; sec. 
308(a)(2), 90 Stat. 57; 15 U.S.C. 77s(a), 78c(b), 78w(a)(1), 79t, 
77sss(a))

[31 FR 212, Jan. 7, 1966, as amended at 41 FR 19933, May 14, 1976; 44 FR 
38815, July 2, 1979; 44 FR 68456, Nov. 29, 1979]



Sec. 240.14a-10  Prohibition of certain solicitations.

    No person making a solicitation which is subject to Secs. 240.14a-1 
to 240.14a-10 shall solicit:
    (a) Any undated or postdated proxy; or
    (b) Any proxy which provides that it shall be deemed to be dated as 
of any date subsequent to the date on which it is signed by the security 
holder.

[17 FR 11434, Dec. 18, 1952]



Sec. 240.14a-11  [Reserved]



Sec. 240.14a-12  Solicitation before furnishing a proxy statement.

    (a) Notwithstanding the provisions of Sec. 240.14a-3(a), a 
solicitation may be made before furnishing security holders with a proxy 
statement meeting the requirements of Sec. 240.14a-3(a) if:
    (1) Each written communication includes:
    (i) The identity of the participants in the solicitation (as defined 
in Instruction 3 to Item 4 of Schedule 14A (Sec. 240.14a-101)) and a 
description of their direct or indirect interests, by security holdings 
or otherwise, or a prominent legend in clear, plain language advising 
security holders where they can obtain that information; and
    (ii) A prominent legend in clear, plain language advising security 
holders to read the proxy statement when it is available because it 
contains important information. The legend also must explain to 
investors that they can get the proxy statement, and any other relevant 
documents, for free at the Commission's web site and describe which 
documents are available free from the participants; and

[[Page 168]]

    (2) A definitive proxy statement meeting the requirements of 
Sec. 240.14a-3(a) is sent or given to security holders solicited in 
reliance on this section before or at the same time as the forms of 
proxy, consent or authorization are furnished to or requested from 
security holders.
    (b) Any soliciting material published, sent or given to security 
holders in accordance with paragraph (a) of this section must be filed 
with the Commission no later than the date the material is first 
published, sent or given to security holders. Three copies of the 
material must at the same time be filed with, or mailed for filing to, 
each national securities exchange upon which any class of securities of 
the registrant is listed and registered. The soliciting material must 
include a cover page in the form set forth in Schedule 14A 
(Sec. 240.14a-101) and the appropriate box on the cover page must be 
marked. Soliciting material in connection with a registered offering is 
required to be filed only under Sec. 230.424 or Sec. 230.425 of this 
chapter, and will be deemed filed under this section.
    (c) Solicitations by any person or group of persons for the purpose 
of opposing a solicitation subject to this regulation by any other 
person or group of persons with respect to the election or removal of 
directors at any annual or special meeting of security holders also are 
subject to the following provisions:
    (1) Application of this rule to annual report. Notwithstanding the 
provisions of Sec. 240.14a-3 (b) and (c), any portion of the annual 
report referred to in Sec. 240.14a-3(b) that comments upon or refers to 
any solicitation subject to this rule, or to any participant in the 
solicitation, other than the solicitation by the management, must be 
filed with the Commission as proxy material subject to this regulation. 
This must be filed in electronic format unless an exemption is available 
under Rules 201 or 202 of Regulation S-T (Sec. 232.201 or Sec. 232.202 
of this chapter).
    (2) Use of reprints or reproductions. In any solicitation subject to 
this Sec. 240.14a-12(c), soliciting material that includes, in whole or 
part, any reprints or reproductions of any previously published material 
must:
    (i) State the name of the author and publication, the date of prior 
publication, and identify any person who is quoted without being named 
in the previously published material.
    (ii) Except in the case of a public or official document or 
statement, state whether or not the consent of the author and 
publication has been obtained to the use of the previously published 
material as proxy soliciting material.
    (iii) If any participant using the previously published material, or 
anyone on his or her behalf, paid, directly or indirectly, for the 
preparation or prior publication of the previously published material, 
or has made or proposes to make any payments or give any other 
consideration in connection with the publication or republication of the 
material, state the circumstances.

    Instructions to Sec. 240.14a-12:
    1. If paper filing is permitted, file eight copies of the soliciting 
material with the Commission, except that only three copies of the 
material specified by Sec. 240.14a-12(c)(1) need be filed.
    2. Any communications made under this section after the definitive 
proxy statement is on file but before it is disseminated also must 
specify that the proxy statement is publicly available and the 
anticipated date of dissemination.

[64 FR 61456, Nov. 10, 1999]



Sec. 240.14a-13  Obligation of registrants in communicating with beneficial owners.

    (a) If the registrant knows that securities of any class entitled to 
vote at a meeting (or by written consents or authorizations if no 
meeting is held) with respect to which the registrant intends to solicit 
proxies, consents or authorizations are held of record by a broker, 
dealer, voting trustee, bank, association, or other entity that 
exercises fiduciary powers in nominee name or otherwise, the registrant 
shall:
    (1) By first class mail or other equally prompt means:
    (i) Inquire of each such record holder:
    (A) Whether other persons are the beneficial owners of such 
securities and if so, the number of copies of the proxy and other 
soliciting material necessary to supply such material to such beneficial 
owners;
    (B) In the case of an annual (or special meeting in lieu of the 
annual)

[[Page 169]]

meeting, or written consents in lieu of such meeting, at which directors 
are to be elected, the number of copies of the annual report to security 
holders necessary to supply such report to beneficial owners to whom 
such reports are to be distributed by such record holder or its nominee 
and not by the registrant;
    (C) If the record holder has an obligation under Sec. 240.14b-
1(b)(3) or Sec. 240.14b-2(b)(4)(ii) and (iii), whether an agent has been 
designated to act on its behalf in fulfilling such obligation and, if 
so, the name and address of such agent; and
    (D) Whether it holds the registrant's securities on behalf of any 
respondent bank and, if so, the name and address of each such respondent 
bank; and
    (ii) Indicate to each such record holder:
    (A) Whether the registrant, pursuant to paragraph (c) of this 
section, intends to distribute the annual report to security holders to 
beneficial owners of its securities whose names, addresses and 
securities positions are disclosed pursuant to Sec. 240.14b-1(b)(3) or 
Sec. 240.14b-2(b)(4)(ii) and (iii);
    (B) The record date; and
    (C) At the option of the registrant, any employee benefit plan 
established by an affiliate of the registrant that holds securities of 
the registrant that the registrant elects to treat as exempt employee 
benefit plan securities;
    (2) Upon receipt of a record holder's or respondent bank's response 
indicating, pursuant to Sec. 240.14b-2(b)(1)(i), the names and addresses 
of its respondent banks, within one business day after the date such 
response is received, make an inquiry of and give notification to each 
such respondent bank in the same manner required by paragraph (a)(1) of 
this section; Provided, however, the inquiry required by paragraphs 
(a)(1) and (a)(2) of this section shall not cover beneficial owners of 
exempt employee benefit plan securities;
    (3) Make the inquiry required by paragraph (a)(1) of this section at 
least 20 business days prior to the record date of the meeting of 
security holders, or
    (i) If such inquiry is impracticable 20 business days prior to the 
record date of a special meeting, as many days before the record date of 
such meeting as is practicable or,
    (ii) If consents or authorizations are solicited, and such inquiry 
is impracticable 20 business days before the earliest date on which they 
may be used to effect corporate action, as many days before that date as 
is practicable, or
    (iii) At such later time as the rules of a national securities 
exchange on which the class of securities in question is listed may 
permit for good cause shown; Provided, however, That if a record holder 
or respondent bank has informed the registrant that a designated 
office(s) or department(s) is to receive such inquiries, the inquiry 
shall be made to such designated office(s) or department(s); and
    (4) Supply, in a timely manner, each record holder and respondent 
bank of whom the inquiries required by paragraphs (a)(1) and (a)(2) of 
this section are made with copies of the proxy, other proxy soliciting 
material, and/or the annual report to security holders, in such 
quantities, assembled in such form and at such place(s), as the record 
holder or respondent bank may reasonably request in order to send such 
material to each beneficial owner of securities who is to be furnished 
with such material by the record holder or respondent bank; and
    (5) Upon the request of any record holder or respondent bank that is 
supplied with proxy soliciting material and/or annual reports to 
security holders pursuant to paragraph (a)(4) of this section, pay its 
reasonable expenses for completing the mailing of such material to 
beneficial owners.

    Note 1: If the registrant's list of security holders indicates that 
some of its securities are registered in the name of a clearing agency 
registered pursuant to Section 17A of the Act (e.g., ``Cede & Co.,'' 
nominee for the Depository Trust Company), the registrant shall make 
appropriate inquiry of the clearing agency and thereafter of the 
participants in such clearing agency who may hold on behalf of a 
beneficial owner or respondent bank, and shall comply with the above 
paragraph with respect to any such participant (see Sec. 240.14a-1(i)).
    Note 2: The attention of registrants is called to the fact that each 
broker, dealer, bank, association, and other entity that exercises 
fiduciary powers has an obligation

[[Page 170]]

pursuant to Sec. 240.14b-1 and Sec. 240.14b-2 (except as provided 
therein with respect to exempt employee benefit plan securities held in 
nominee name) and, with respect to brokers and dealers, applicable self-
regulatory organization requirements to obtain and forward, within the 
time periods prescribed therein, (a) proxies (or in lieu thereof 
requests for voting instructions) and proxy soliciting materials to 
beneficial owners on whose behalf it holds securities, and (b) annual 
reports to security holders to beneficial owners on whose behalf it 
holds securities, unless the registrant has notified the record holder 
or respondent bank that it has assumed responsibility to mail such 
material to beneficial owners whose names, addresses, and securities 
positions are disclosed pursuant to Sec. 240.14b-1(b)(3) and 
Sec. 240.14b-2(b)(4)(ii) and (iii).
    Note 3: The attention of registrants is called to the fact that 
registrants have an obligation, pursuant to paragraph (d) of this 
section, to cause proxies (or in lieu thereof requests for voting 
instructions), proxy soliciting material and annual reports to security 
holders to be furnished, in a timely manner, to beneficial owners of 
exempt employee benefit plan securities.

    (b) Any registrant requesting pursuant to Sec. 240.14b-1(b)(3) or 
Sec. 240.14b-2(b)(4)(ii) and (iii) a list of names, addresses and 
securities positions of beneficial owners of its securities who either 
have consented or have not objected to disclosure of such information 
shall:
    (1) By first class mail or other equally prompt means, inquire of 
each record holder and each respondent bank identified to the registrant 
pursuant to Sec. 240.14b-2(b)(4)(i) whether such record holder or 
respondent bank holds the registrant's securities on behalf of any 
respondent banks and, if so, the name and address of each such 
respondent bank;
    (2) Request such list to be compiled as of a date no earlier than 
five business days after the date the registrant's request is received 
by the record holder or respondent bank; Provided, however, That if the 
record holder or respondent bank has informed the registrant that a 
designated office(s) or department(s) is to receive such requests, the 
request shall be made to such designated office(s) or department(s);
    (3) Make such request to the following persons that hold the 
registrant's securities on behalf of beneficial owners: all brokers, 
dealers, banks, associations and other entities that exercises fiduciary 
powers; Provided however, such request shall not cover beneficial owners 
of exempt employee benefit plan securities as defined in Sec. 240.14a-
1(d)(1); and, at the option of the registrant, such request may give 
notice of any employee benefit plan established by an affiliate of the 
registrant that holds securities of the registrant that the registrant 
elects to treat as exempt employee benefit plan securities;
    (4) Use the information furnished in response to such request 
exclusively for purposes of corporate communications; and
    (5) Upon the request of any record holder or respondent bank to whom 
such request is made, pay the reasonable expenses, both direct and 
indirect, of providing beneficial owner information.
    Note:  A registrant will be deemed to have satisfied its obligations 
under paragraph (b) of this section by requesting consenting and non-
objecting beneficial owner lists from a designated agent acting on 
behalf of the record holder or respondent bank and paying to that 
designated agent the reasonable expenses of providing the beneficial 
owner information.
    (c) A registrant, at its option, may mail its annual report to 
security holders to the beneficial owners whose identifying information 
is provided by record holders and respondent banks, pursuant to 
Sec. 240.14b-1(b)(3) or Sec. 240.14b-2(b)(4)(ii) and (iii), provided 
that such registrant notifies the record holders and respondent banks, 
at the time it makes the inquiry required by paragraph (a) of this 
section, that the registrant will mail the annual report to security 
holders to the beneficial owners so identified.
    (d) If a registrant solicits proxies, consents or authorizations 
from record holders and respondent banks who hold securities on behalf 
of beneficial owners, the registrant shall cause proxies (or in lieu 
thereof requests or voting instructions), proxy soliciting material and 
annual reports to security holders to be furnished, in a timely manner, 
to

[[Page 171]]

beneficial owners of exempt employee benefit plan securities.

[51 FR 44276, Dec. 9, 1986; 52 FR 2220, Jan. 21, 1987, as amended at 52 
FR 23648, June 24, 1987; 53 FR 16405, May 9, 1988; 57 FR 1099, Jan. 10, 
1992]



Sec. 240.14a-14  Modified or superseded documents.

    (a) Any statement contained in a document incorporated or deemed to 
be incorporated by reference shall be deemed to be modified or 
superseded, for purposes of the proxy statement, to the extent that a 
statement contained in the proxy statement or in any other subsequently 
filed document that also is or is deemed to be incorporated by reference 
modifies or replaces such statement.
    (b) The modifying or superseding statement may, but need not, state 
it has modified or superseded a prior statement or include any other 
information set forth in the document that is not so modified or 
superseded. The making of a modifying or superseding statement shall not 
be deemed an admission that the modified or superseded statement, when 
made, constituted an untrue statement of a material fact, an omission to 
state a material fact necessary to make a statement not misleading, or 
the employment of a manipulative, deceptive, or fraudulent device, 
contrivance, scheme, transaction, act, practice, course of business or 
artifice to defraud, as those terms are used in the Securities Act of 
1933, the Securities Exchange Act of 1934 (``the Act''), the Public 
Utility Holding Company Act of 1935, the Investment Company Act of 1940, 
or the rules and regulations thereunder.
    (c) Any statement so modified shall not be deemed in its unmodified 
form to constitute part of the proxy statement for purposes of the Act. 
Any statement so superseded shall not be deemed to constitute a part of 
the proxy statement for purposes of the Act.

[52 FR 21936, June 10, 1987]



Sec. 240.14a-15  Differential and contingent compensation in connection with roll-up transactions.

    (a) It shall be unlawful for any person to receive compensation for 
soliciting proxies, consents, or authorizations directly from security 
holders in connection with a roll-up transaction as provided in 
paragraph (b) of this section, if the compensation is:
    (1) Based on whether the solicited proxy, consent, or authorization 
either approves or disapproves the proposed roll-up transaction; or
    (2) Contingent on the approval, disapproval, or completion of the 
roll-up transaction.
    (b) This section is applicable to a roll-up transaction as defined 
in Item 901(c) of Regulation S-K (Sec. 229.901(c) of this chapter), 
except for a transaction involving only:
    (1) Finite-life entities that are not limited partnerships;
    (2) Partnerships whose investors will receive new securities or 
securities in another entity that are not reported under a transaction 
reporting plan declared effective before December 17, 1993 by the 
Commission under section 11A of the Act (15 U.S.C. 78k-1); or
    (3) Partnerships whose investors' securities are reported under a 
transaction reporting plan declared effective before December 17, 1993 
by the Commission under section 11A of the Act (15 U.S.C. 78k-1).

[59 FR 63684, Dec. 8, 1994]



Sec. 240.14a-101  Schedule 14A. Information required in proxy statement.

                        Schedule 14A Information

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act 
                                 of 1934

                           (Amendment No.    )

Filed by the Registrant [  ]
Filed by a party other than the Registrant [  ]
Check the appropriate box:
[  ]  Preliminary Proxy Statement
[  ]  Confidential, for Use of the Commission Only (as permitted by Rule 
          14a-6(e)(2))
[  ]  Definitive Proxy Statement
[  ]  Definitive Additional Materials
[  ]  Soliciting Material under Sec. 240.14a-12
_______________________________________________________________________

[[Page 172]]

(Name of Registrant as Specified In Its Charter)
_______________________________________________________________________
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):
[  ]  No fee required
[  ]  Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 
          0-11
    (1) Title of each class of securities to which transaction applies:
_______________________________________________________________________
    (2) Aggregate number of securities to which transaction applies:
_______________________________________________________________________
    (3) Per unit price or other underlying value of transaction computed 
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the 
filing fee is calculated and state how it was determined):
_______________________________________________________________________
    (4) Proposed maximum aggregate value of transaction:
_______________________________________________________________________
    (5) Total fee paid:
_______________________________________________________________________
[  ]  Fee paid previously with preliminary materials.
[  ]  Check box if any part of the fee is offset as provided by Exchange 
          Act Rule 0-11(a)(2) and identify the filing for which the 
          offsetting fee was paid previously. Identify the previous 
          filing by registration statement number, or the Form or 
          Schedule and the date of its filing.
    (1) Amount Previously Paid:
_______________________________________________________________________
    (2) Form, Schedule or Registration Statement No.:
_______________________________________________________________________
    (3) Filing Party:
_______________________________________________________________________
    (4) Date Filed:
_______________________________________________________________________

                                  Notes

    Notes:  A. Where any item calls for information with respect to any 
matter to be acted upon and such matter involves other matters with 
respect to which information is called for by other items of this 
schedule, the information called for by such other items also shall be 
given. For example, where a solicitation of security holders is for the 
purpose of approving the authorization of additional securities which 
are to be used to acquire another specified company, and the 
registrants' security holders will not have a separate opportunity to 
vote upon the transaction, the solicitation to authorize the securities 
is also a solicitation with respect to the acquisition. Under those 
facts, information required by Items 11, 13 and 14 shall be furnished.
    B. Where any item calls for information with respect to any matter 
to be acted upon at the meeting, such item need be answered in the 
registrant's soliciting material only with respect to proposals to be 
made by or on behalf of the registrant.
    C. Except as otherwise specifically provided, where any item calls 
for information for a specified period with regard to directors, 
executive officers, officers or other persons holding specified 
positions or relationships, the information shall be given with regard 
to any person who held any of the specified positions or relationships 
at any time during the period. Information need not be included for any 
portion of the period during which such person did not hold any such 
position or relationship, provided a statement to that effect is made.
    D. Information may be incorporated by reference only in the manner 
and to the extent specifically permitted in the items of this schedule. 
Where incorporation by reference is used, the following shall apply:
    1. Any incorporation by reference of information pursuant to the 
provisions of this schedule shall be subject to the provisions of 
Sec. 228.10(f) and Sec. 229.10(d) of this chapter restricting 
incorporation by reference of documents which incorporate by reference 
other information. A registrant incorporating any documents, or portions 
of documents, shall include a statement on the last page(s) of the proxy 
statement as to which documents, or portions of documents, are 
incorporated by reference. Information shall not be incorporated by 
reference in any case where such incorporation would render the 
statement incomplete, unclear or confusing.
    2. If a document is incorporated by reference but not delivered to 
security holders, include an undertaking to provide, without charge, to 
each person to whom a proxy statement is delivered, upon written or oral 
request of such person and by first class mail or other equally prompt 
means within one business day of receipt of such request, a copy of any 
and all of the information that has been incorporated by reference in 
the proxy statement (not including exhibits to the information that is 
incorporated by reference unless such exhibits are specifically 
incorporated by reference into the information that the proxy statement 
incorporates), and the address (including title or department) and 
telephone numbers to which such a request is to be directed. This 
includes information contained in documents filed subsequent to the date 
on which definitive copies of the proxy statement are sent or given to 
security holders, up to the date of responding to the request.
    3. If a document or portion of a document other than an annual 
report sent to security holders pursuant to the requirements of Rule 
14a-3 (Sec. 240.14a-3 of this chapter) with respect

[[Page 173]]

to the same meeting or solicitation of consents or authorizations as 
that to which the proxy statement relates is incorporated by reference 
in the manner permitted by Item 13(b) or 14(e)(1) of this schedule, the 
proxy statement must be sent to security holders no later than 20 
business days prior to the date on which the meeting of such security 
holders is held or, if no meeting is held, at least 20 business days 
prior to the date the votes, consents or authorizations may be used to 
effect the corporate action.
    4. Electronic filings. If any of the information required by Items 
13 or 14 of this Schedule is incorporated by reference from an annual or 
quarterly report to security holders, such report, or any portion 
thereof incorporated by reference, shall be filed in electronic format 
with the proxy statement. This provision shall not apply to registered 
investment companies.
    E. In Item 13 of this Schedule, the reference to ``meets the 
requirements of Form S-2'' shall refer to a registrant which meets the 
requirements for use of Form S-2 (Sec. 239.12 of this chapter) and the 
reference to ``meets the requirement of Form S-3'' shall refer to a 
registrant which meets the following requirements:
    (1) The registrant meets the requirements of General Instruction 
I.A. of Form S-3 (Sec. 239.13 of this chapter); and
    (2) One of the following is met:
    (i) The registrant meets the aggregate market value requirement of 
General Instruction I.B.1 of Form S-3; or
    (ii) Action is to be taken as described in Items 11, 12 and 14 of 
this schedule which concerns non-convertible debt or preferred 
securities which are ``investment grade securities'' as defined in 
General Instruction I.B.2 of Form S-3, except that the time by which the 
rating must be assigned shall be the date on which definitive copies of 
the proxy statement are first sent or given to security holders; or
    (iii) The registrant is a majority-owned subsidiary and one of the 
conditions of General Instruction I.C. of Form S-3 is met.
    F. Note to Small Business Issuers-- Registrants and acquirees that 
meet the definition of ``small business issuer'' under Rule 12b-2 of the 
Exchange Act (Sec. 240.12b-2) shall refer to the disclosure items in 
Regulation S-B (Sec. 228.10 et seq. of this chapter) and not Regulation 
S-K (Sec. 229.10 et seq. of this chapter). If there is no comparable 
disclosure item in Regulation S-B, small business issuers need not 
provide the information requested. Small business issuers shall provide 
the financial information in Item 310 of Regulation S-B in lieu of the 
financial statements required in Schedule 14A.

               G. Special Note for Small Business Issuers

    (1) Registrants and acquirees which meet the definition of ``small 
business issuer'' in Rule 12b-2 of the Exchange Act and filed their 
latest annual report in accordance with ``Information Required in Annual 
Report of Transitional Small Business Issuers'' in Form 10-KSB shall 
refer to this ``Special Note for Small Business Issuers'' with respect 
to the specified items in this Schedule. If paragraph G(2) or G(3), 
below, does not contain an alternative disclosure instruction, small 
business issuers should comply with the disclosure item in this 
schedule, as modified by Instruction F.
    (2) Registrants and acquirees that relied upon Alternative 1 in 
their most recent Form 10-KSB may provide the following information 
(Question numbers are in reference to Model A of Form 1-A): (a) 
Questions 37 and 38 instead of Item 6(d); (b) Question 43 instead of 
Item 7(a); (c) Questions 29-36 and 39 instead of Item 7(b); (d) 
Questions 40-42 instead of Item 8; (e) Questions 40-42 instead of Item 
10; (f) the information required in Part F/S of Form 10-SB instead of 
the financial statement requirements of Items 13 or 14; (g) Questions 4, 
11, and 47-50 instead of Item 13(a)(1)(3); (h) Question 3 instead of the 
information specified in Items 101 and 102 of Regulation S-B 
(Secs. 228.101 and 228.102 of this chapter); and (i) Questions 4, 11, 
and 47-50 instead of the information specified in Item 303 of Regulation 
S-B (Sec. 228.303 of this chapter).
    (3) Registrants and acquirees that relied upon Alternative 2 in 
their most recent Form 10-KSB may provide the following information 
(``Model B'' refers to Model B of Form 1-A): (a) Item 10 of Model B 
instead of Item 6(d) of Schedule 14A; (b) Item 8(d) of Model B instead 
of Item 7(a) of Schedule 14A; (c) Items 8(a)(8(c) and Item 11 of Model B 
instead of Item 7(b) of Schedule 14A; (d) Item 9 of Model B instead of 
Item 8 of Schedule 14A; (e) Item 9 of Model B instead of Item 10 of 
Schedule 14A; (f) the information required in Part F/S of Form 10-SB 
instead of the financial statements requirements of Items 13 or 14 of 
Schedule 14A; (g) Item 6(a)(3)(i) of Model B instead of Item 13(a)(1)(3) 
of Schedule 14A; (h) Items 6 and 7 of Model B instead of the information 
specified in Items 101 and 102 of Regulation S-B (Secs. 228.101 and 
228.102 of this chapter); and (i) Item 6(a)(3)(i) of Model B instead of 
the information specified in Item 303 of Regulation S-B (Sec. 228.303 of 
this chapter).

    Item 1. Date, time and place information. (a) State the date, time 
and place of the meeting of security holders, and the complete mailing 
address, including ZIP Code, of the principal executive offices of the 
registrant, unless such information is otherwise disclosed in material 
furnished to security holders with or preceding the proxy statement. If 
action is to be taken by written consent, state the date by which 
consents are to be submitted if state law requires that such

[[Page 174]]

a date be specified or if the person soliciting intends to set a date.
    (b) On the first page of the proxy statement, as delivered to 
security holders, state the approximate date on which the proxy 
statement and form of proxy are first sent or given to security holders.
    (c) Furnish the information required to be in the proxy statement by 
Rule 14a-5(e) (Sec. 240.14a-5(e) of this chapter).
    Item 2. Revocability of proxy. State whether or not the person 
giving the proxy has the power to revoke it. If the right of revocation 
before the proxy is exercised is limited or is subject to compliance 
with any formal procedure, briefly describe such limitation or 
procedure.
    Item 3. Dissenters' right of appraisal. Outline briefly the rights 
of appraisal or similar rights of dissenters with respect to any matter 
to be acted upon and indicate any statutory procedure required to be 
followed by dissenting security holders in order to perfect such rights. 
Where such rights may be exercised only within a limited time after the 
date of adoption of a proposal, the filing of a charter amendment or 
other similar act, state whether the persons solicited will be notified 
of such date.
    Instructions. 1. Indicate whether a security holder's failure to 
vote against a proposal will constitute a waiver of his appraisal or 
similar rights and whether a vote against a proposal will be deemed to 
satisfy any notice requirements under State law with respect to 
appraisal rights. If the State law is unclear, state what position will 
be taken in regard to these matters.
    2. Open-end investment companies registered under the Investment 
Company Act of 1940 are not required to respond to this item.
    Item 4. Persons Making the Solicitation--(a) Solicitations not 
subject to Rule 14a-12(c) (Sec. 240.14a-12(c)). (1) If the solicitation 
is made by the registrant, so state. Give the name of any director of 
the registrant who has informed the registrant in writing that he 
intends to oppose any action intended to be taken by the registrant and 
indicate the action which he intends to oppose.
    (2) If the solicitation is made otherwise than by the registrant, so 
state and give the names of the participants in the solicitation, as 
defined in paragraphs (a) (iii), (iv), (v) and (vi) of Instruction 3 to 
this Item.
    (3) If the solicitation is to be made otherwise than by the use of 
the mails, describe the methods to be employed. If the solicitation is 
to be made by specially, engaged employees or paid solicitors, state (i) 
the material features of any contract or arrangement for such 
solicitation and identify the parties, and (ii) the cost or anticipated 
cost thereof.
    (4) State the names of the persons by whom the cost of solicitation 
has been or will be borne, directly or indirectly.
    (b) Solicitations subject to Rule 14a-12(c) (Sec. 240.14a-12(c)). 
(1) State by whom the solicitation is made and describe the methods 
employed and to be employed to solicit security holders.
    (2) If regular employees of the registrant or any other participant 
in a solicitation have been or are to be employed to solicit security 
holders, describe the class or classes of employees to be so employed, 
and the manner and nature of their employment for such purpose.
    (3) If specially engaged employees, representatives or other persons 
have been or are to be employed to solicit security holders, state (i) 
the material features of any contract or arrangement for such 
solicitation and the identity of the parties, (ii) the cost or 
anticipated cost thereof and (iii) the approximate number of such 
employees of employees or any other person (naming such other person) 
who will solicit security holders).
    (4) State the total amount estimated to be spent and the total 
expenditures to date for, in furtherance of, or in connection with the 
solicitation of security holders.
    (5) State by whom the cost of the solicitation will be borne. If 
such cost is to be borne initially by any person other than the 
registrant, state whether reimbursement will be sought from the 
registrant, and, if so, whether the question of such reimbursement will 
be submitted to a vote of security holders.
    (6) If any such solicitation is terminated pursuant to a settlement 
between the registrant and any other participant in such solicitation, 
describe the terms of such settlement, including the cost or anticipated 
cost thereof to the registrant.
    Instructions. 1. With respect to solicitations subject to Rule 14a-
12(c) (Sec. 240.14a-12(c)), costs and expenditures within the meaning of 
this Item 4 shall include fees for attorneys, accountants, public 
relations or financial advisers, solicitors, advertising, printing, 
transportation, litigation and other costs incidental to the 
solicitation, except that the registrant may exclude the amount of such 
costs represented by the amount normally expended for a solicitation for 
an election of directors in the absence of a contest, and costs 
represented by salaries and wages of regular employees and officers, 
provided a statement to that effect is included in the proxy statement.
    2. The information required pursuant to paragraph (b)(6) of this 
Item should be included in any amended or revised proxy statement or 
other soliciting materials relating to the same meeting or subject 
matter furnished to security holders by the registrant subsequent to the 
date of settlement.
    3. For purposes of this Item 4 and Item 5 of this Schedule 14A:
    (a) The terms ``participant'' and ``participant in a solicitation'' 
include the following:

[[Page 175]]

    (i) The registrant;
    (ii) Any director of the registrant, and any nominee for whose 
election as a director proxies are solicited;
    (iii) Any committee or group which solicits proxies, any member of 
such committee or group, and any person whether or not named as a member 
who, acting alone or with one or more other persons, directly or 
indirectly takes the initiative, or engages, in organizing, directing, 
or arranging for the financing of any such committee or group;
    (iv) Any person who finances or joins with another to finance the 
solicitation of proxies, except persons who contribute not more than 
$500 and who are not otherwise participants;
    (v) Any person who lends money or furnishes credit or enters into 
any other arrangements, pursuant to any contract or understanding with a 
participant, for the purpose of financing or otherwise inducing the 
purchase, sale, holding or voting of securities of the registrant by any 
participant or other persons, in support of or in opposition to a 
participant; except that such terms do not include a bank, broker or 
dealer who, in the ordinary course of business, lends money or executes 
orders for the purchase or sale of securities and who is not otherwise a 
participant; and
    (vi) Any person who solicits proxies.
    (b) The terms ``participant'' and ``participant in a solicitation'' 
do not include:
    (i) Any person or organization retained or employed by a participant 
to solicit security holders and whose activities are limited to the 
duties required to be performed in the course of such employment;
    (ii) Any person who merely transmits proxy soliciting material or 
performs other ministerial or clerical duties;
    (iii) Any person employed by a participant in the capacity of 
attorney, accountant, or advertising, public relations or financial 
adviser, and whose activities are limited to the duties required to be 
performed in the course of such employment;
    (iv) Any person regularly employed as an officer or employee of the 
registrant or any of its subsidiaries who is not otherwise a 
participant; or
    (v) Any officer or director of, or any person regularly employed by, 
any other participant, if such officer, director or employee is not 
otherwise a participant.
    Item 5. Interest of certain Persons in Matters To Be Acted Upon--(a) 
Solicitations not subject to Rule 14a-12(c) (Sec. 240.14a-12(c)). 
Describe briefly any substantial interest, direct or indirect, by 
security holdings or otherwise, of each of the following persons in any 
matter to be acted upon, other than elections to office:
    (1) If the solicitation is made on behalf of the registrant, each 
person who has been a director or executive officer of the registrant at 
any time since the beginning of the last fiscal year.
    (2) If the solicitation is made otherwise than on behalf of the 
registrant, each participant in the solicitation, as defined in 
paragraphs (a) (iii), (iv), (v), and (vi) of Instruction 3 to Item 4 of 
this Schedule 14A.
    (3) Each nominee for election as a director of the registrant.
    (4) Each associate of any of the foregoing persons.
    Instruction. Except in the case of a solicitation subject to this 
regulation made in opposition to another solicitation subject to this 
regulation, this sub-item (a) shall not apply to any interest arising 
from the ownership of securities of the registrant where the security 
holder receives no extra or special benefit not shared on a pro rata 
basis by all other holders of the same class.
    (b) Solicitation subject to Rule 14a-12(c) (Sec. 240.14a-12(c)). 
With respect to any solicitation subject to Rule 14a-12(c) 
(Sec. 240.14a-12(c)):
    (1) Describe briefly any substantial interest, direct or indirect, 
by security holdings or otherwise, of each participant as defined in 
paragraphs (a) (ii), (iii), (iv), (v) and (vi) of Instruction 3 to Item 
4 of this Schedule 14A, in any matter to be acted upon at the meeting, 
and include with respect to each participant the following information, 
or a fair and accurate summary thereof:
    (i) Name and business address of the participant.
    (ii) The participant's 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.
    (iii) State whether or not, during the past ten years, the 
participant has 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 need not be included in 
the proxy statement or other soliciting material.
    (iv) State the amount of each class of securities of the registrant 
which the participant owns beneficially, directly or indirectly.
    (v) State the amount of each class of securities of the registrant 
which the participant owns of record but not beneficially.
    (vi) State with respect to all securities of the registrant 
purchased or sold within the past two years, the dates on which they 
were purchased or sold and the amount purchased or sold on each such 
date.
    (vii) If any part of the purchase price or market value of any of 
the shares specified in paragraph (b)(1)(vi) of this Item is represented 
by funds borrowed or otherwise obtained for the purpose of acquiring or 
holding such securities, so state and indicate the amount of the 
indebtedness as of the latest practicable date. If such funds were 
borrowed

[[Page 176]]

or obtained otherwise than pursuant to a margin account or bank loan in 
the regular course of business of a bank, broker or dealer, briefly 
describe the transaction, and state the names of the parties.
    (viii) State whether or not the participant is, or was within the 
past year, a party to any contract, arrangements or understandings with 
any person with respect to any securities of the registrant, including, 
but not limited to joint ventures, loan or option arrangements, puts or 
calls, guarantees against loss or guarantees of profit, division of 
losses or profits, or the giving or withholding of proxies. If so, name 
the parties to such contracts, arrangements or understandings and give 
the details thereof.
    (ix) State the amount of securities of the registrant owned 
beneficially, directly or indirectly, by each of the participant's 
associates and the name and address of each such associate.
    (x) State the amount of each class of securities of any parent or 
subsidiary of the registrant which the participant owns beneficially, 
directly or indirectly.
    (xi) Furnish for the participant and associates of the participant 
the information required by Item 404(a) of Regulation S-K 
(Sec. 229.404(a) of this chapter).
    (xii) State whether or not the participant or any associates of the 
participant have any arrangement or understanding with any person--

    (A) with respect to any future employment by the registrant or its 
affiliates; or
    (B) with respect to any future transactions to which the registrant 
or any of its affiliates will or may be a party.

If so, describe such arrangement or understanding and state the names of 
the parties thereto.
    (2) With respect to any person, other than a director or executive 
officer of the registrant acting solely in that capacity, who is a party 
to an arrangement or understanding pursuant to which a nominee for 
election as director is proposed to be elected, describe any substantial 
interest, direct or indirect, by security holdings or otherwise, that 
such person has in any matter to be acted upon at the meeting, and 
furnish the information called for by paragraphs (b)(1) (xi) and (xii) 
of this Item.
    Instruction: For purposes of this Item 5, beneficial ownership shall 
be determined in accordance with Rule 13d-3 under the Act (Section 
240.13d-3 of this chapter).
    Item 6. Voting securities and principal holders thereof, (a) As to 
each class of voting securities of the registrant entitled to be voted 
at the meeting (or by written consents or authorizations if no meeting 
is held), state the number of shares outstanding and the number of votes 
to which each class is entitled.
    (b) State the record date, if any, with respect to this 
solicitation. If the right to vote or give consent is not to be 
determined, in whole or in part, by reference to a record date, indicate 
the criteria for the determination of security holders entitled to vote 
or give consent.
    (c) If action is to be taken with respect to the election of 
directors and if the persons solicited have cumulative voting rights: 
(1) Make a statement that they have such rights, (2) briefly describe 
such rights, (3) state briefly the conditions precedent to the exercise 
thereof, and (4) if discretionary authority to cumulate votes is 
solicited, so indicate.
    (d) Furnish the information required by Item 403 of Regulation S-K 
(Sec. 229.403 of this chapter) to the extent known by the persons on 
whose behalf the solicitation is made.
    (e) If, to the knowledge of the persons on whose behalf the 
solicitation is made, a change in control of the registrant has occurred 
since the beginning of its last fiscal year, state the name of the 
person(s) who acquired such control, the amount and the source of the 
consideration used by such person or persons; the basis of the control, 
the date and a description of the transaction(s) which resulted in the 
change of control and the percentage of voting securities of the 
registrant now beneficially owned directly or indirectly by the 
person(s) who acquired control; and the identity of the person(s) from 
whom control was assumed. If the source of all or any part of the 
consideration used is a loan made in the ordinary course of business by 
a bank as defined by section 3(a)(6) of the Act, the identity of such 
bank shall be omitted provided a request for confidentiality has been 
made pursuant to section 13(d)(1)(B) of the Act by the person(s) who 
acquired control. In lieu thereof, the material shall indicate that the 
identity of the bank has been so omitted and filed separately with the 
Commission.
    Instruction. 1. State the terms of any loans or pledges obtained by 
the new control group for the purpose of acquiring control, and the 
names of the lenders or pledgees.
    2. Any arrangements or understandings among members of both the 
former and new control groups and their associates with respect to 
election of directors or other matters should be described.
    Item 7. Directors and executive officers. If action is to be taken 
with respect to the election of directors, furnish the following 
information in tabular form to the extent practicable. If, however, the 
solicitation is made on behalf of persons other than the registrant, the 
information required need be furnished only as to nominees of the 
persons making the solicitation.
    (a) The information required by instruction 4 to Item 103 of 
Regulation S-K (Sec. 229.103

[[Page 177]]

of this chapter) with respect to directors and executive officers.
    (b) The information required by Items 401, 404 (a) and (c), and 405 
of Regulation S-K (Sec. 229.401, Sec. 229.404 and Sec. 229.405 of this 
chapter).
    (c) The information required by Item 404(b) of Regulation S-K 
(Sec. 229.404 of this chapter).
    (d) In lieu of paragraphs (a) through (c) of this Item, investment 
companies registered under the Investment Company Act of 1940 shall 
furnish the information required by paragraphs (1) through (5) of Item 
22(b) of this Schedule 14A.
    (e)(1) State whether or not the registrant has standing audit, 
nominating and compensation committees of the Board of Directors, or 
committees performing similar functions. If the registrant has such 
committees, however designated, identify each committee member, state 
the number of committee meetings held by each such committee during the 
last fiscal year and describe briefly the functions performed by such 
committees. In the case of investment companies registered under the 
Investment Company Act of 1940, indicate by an asterisk whether that 
member is an ``interested person'' as defined in section 2(a)(19) of 
that Act. Information concerning compensation committees is not required 
of registered investment companies whose management functions are 
performed by external managers.
    (2) If the registrant has a nominating or similar committee, state 
whether the committee will consider nominees recommended by security 
holders and, if so, describe the procedures to be followed by security 
holders in submitting such recommendations.
    (3) If the registrant has an audit committee:
    (i) Provide the information required by Item 306 of Regulation S-K 
(17 CFR 229.306).
    (ii) State whether the registrant's Board of Directors has adopted a 
written charter for the audit committee.
    (iii) Include a copy of the written charter, if any, as an appendix 
to the registrant's proxy statement, unless a copy has been included as 
an appendix to the registrant's proxy statement within the registrant's 
past three fiscal years.
    (iv)(A) For registrants whose securities are listed on the New York 
Stock Exchange (``NYSE'') or American Stock Exchange (``AMEX'') or 
quoted on Nasdaq:
    (1) Disclose whether the members of the audit committee are 
independent (as independence is defined in Sections 303.01(B)(2)(a) and 
(3) of the NYSE's listing standards, Section 121(A) of the AMEX's 
listing standards, or Rule 4200(a)(15) of the National Association of 
Securities Dealers' (``NASD'') listing standards, as applicable and as 
may be modified or supplemented); and
    (2) If the registrant's Board of Directors determines in accordance 
with the requirements of Section 303.02(D) of the NYSE's listing 
standards, Section 121(B)(b)(ii) of the AMEX's listing standards, or 
Section 4310(c)(26)(B)(ii) or 4460(d)(2)(B) of the NASD's listing 
standards, as applicable and as may be modified or supplemented, to 
appoint one director to the audit committee who is not independent, 
disclose the nature of the relationship that makes that individual not 
independent and the reasons for the Board's determination. Small 
business issuers (17 CFR 228.10(a)(1)) need not provide the information 
required by this paragraph (e)(3)(iv)(A)(2).
    (B) For registrants, including small business issuers, whose 
securities are not listed on the NYSE or AMEX or quoted on Nasdaq, 
disclose whether, if the registrant has an audit committee, the members 
are independent. In determining whether a member is independent, 
registrants must use the definition of independence in Sections 
303.01(B)(2)(a) and (3) of the NYSE's listing standards, Section 121(A) 
of the AMEX's listing standards, or Rule 4200(a)(15) of the NASD's 
listing standards, as such sections may be modified or supplemented, and 
state which of these definitions was used. Whichever definition is 
chosen must be applied consistently to all members of the audit 
committee.
    (v) The information required by paragraph (e)(3) of this Item shall 
not be deemed to be ``soliciting material,'' or to be ``filed'' with the 
Commission or subject to Regulation 14A or 14C (17 CFR 240.14a-1 et seq. 
or 240.14c-1 et seq.), other than as provided in this Item, or to the 
liabilities of section 18 of the Exchange Act (15 U.S.C. 78r), except to 
the extent that the registrant specifically requests that the 
information be treated as soliciting material or specifically 
incorporates it by reference into a document filed under the Securities 
Act or the Exchange Act. Such information will not be deemed to be 
incorporated by reference into any filing under the Securities Act or 
the Exchange Act, except to the extent that the registrant specifically 
incorporates it by reference.
    (vi) The disclosure required by this paragraph (e)(3) need only be 
provided one time during any fiscal year.
    (vii) Investment companies registered under the Investment Company 
Act of 1940 (15 U.S.C. 80a-1 et seq.), other than closed-end investment 
companies, need not provide the information required by this paragraph 
(e)(3).
    (f) State the total number of meetings of the board of directors 
(including regularly scheduled and special meetings) which were held 
during the last full fiscal year. Name each incumbent director who 
during the last full fiscal year attended fewer than 75 percent of the 
aggregate of (1) the total number of meetings of the board of directors 
(held

[[Page 178]]

during the period for which he has been a director) and (2) the total 
number of meetings held by all committees of the board on which he 
served (during the periods that he served).
    (g) If a director has resigned or declined to stand for re-election 
to the board of directors since the date of the last annual meeting of 
security holders because of a disagreement with the registrant on any 
matter relating to the registrant's operations, policies or practices, 
and if the director has furnished the registrant with a letter 
describing such disagreement and requesting that the matter be 
disclosed, the registrant shall state the date of resignation or 
declination to stand for re-election and summarize the director's 
description of the disagreement.

If the registrant believes that the description provided by the director 
is incorrect or incomplete, it may include a brief statement presenting 
its view of the disagreement.
    Item 8. Compensation of directors and executive officers. Furnish 
the information required by Item 402 (Sec. 229.402 of this chapter) of 
Regulation S-K if action is to be taken with regard to:
    (a) The election of directors;
    (b) Any bonus, profit sharing or other compensation plan, contract 
or arrangement in which any director, nominee for election as a 
director, or executive officer of the registrant will participate;
    (c) Any pension or retirement plan in which any such person will 
participate; or
    (d) The granting or extension to any such person of any options, 
warrants or rights to purchase any securities, other than warrants or 
rights issued to security holders as such, on a pro rata basis.
    However, if the solicitation is made on behalf of persons other than 
the registrant, the information required need be furnished only as to 
nominees of the persons making the solicitation and associates of such 
nominees. In the case of investment companies registered under the 
Investment Company Act of 1940 and registrants that have elected to be 
regulated as business development companies, furnish the information 
required by Item 22(b)(6) of this Schedule.

                              Instruction.

    If an otherwise reportable compensation plan became subject to such 
requirements because of an acquisition or merger and, within one year of 
the acquisition or merger, such plan was terminated for purposes of 
prospective eligibility, the registrant may furnish a description of its 
obligation to the designated individuals pursuant to the compensation 
plan. Such description may be furnished in lieu of a description of the 
compensation plan in the proxy statement.
    Item 9. Independent public accountants. If the solicitation is made 
on behalf of the registrant and relates to: (1) The annual (or special 
meeting in lieu of annual) meeting of security holders at which 
directors are to be elected, or a solicitation of consents or 
authorizations in lieu of such meeting or (2) the election, approval or 
ratification of the registrant's accountant, furnish the following 
information describing the registrant's relationship with its 
independent public accountant:
    (a) The name of the principal accountant selected or being 
recommended to security holders for election, approval or ratification 
for the current year. If no accountant has been selected or recommended, 
so state and briefly describe the reasons therefor.
    (b) The name of the principal accountant for the fiscal year most 
recently completed if different from the accountant selected or 
recommended for the current year or if no accountant has yet been 
selected or recommended for the current year.
    (c) The proxy statement shall indicate: (1) Whether or not 
representatives of the principal accountant for the current year and for 
the most recently completed fiscal year are expected to be present at 
the security holders' meeting, (2) whether or not they will have the 
opportunity to make a statement if they desire to do so, and (3) whether 
or not such representatives are expected to be available to respond to 
appropriate questions.
    (d) If during the registrant's two most recent fiscal years or any 
subsequent interim period, (1) an independent accountant who was 
previously engaged as the principal accountant to audit the registrant's 
financial statements, or an independent accountant on whom the principal 
accountant expressed reliance in its report regarding a significant 
subsidiary, has resigned (or indicated it has declined to stand for re-
election after the completion of the current audit) or was dismissed, or 
(2) a new independent accountant has been engaged as either the 
principal accountant to audit the registrant's financial statements or 
as an independent accountant on whom the principal accountant has 
expressed or is expected to express reliance in its report regarding a 
significant subsidiary, then, notwithstanding any previous disclosure, 
provide the information required by Item 304(a) of Regulation S-K 
(Sec. 229.304 of this chapter).
    Item 10. Compensation Plans. If action is to be taken with respect 
to any plan pursuant to which cash or noncash compensation may be paid 
or distributed, furnish the following information:
    (a) Plans subject to security holder action. (1) Describe briefly 
the material features of the plan being acted upon, identify each class 
of persons who will be eligible to participate therein, indicate the 
approximate number of persons in each such class, and state the basis of 
such participation.

[[Page 179]]

    (2)(i) In the tabular format specified below, disclose the benefits 
or amounts that will be received by or allocated to each of the 
following under the plan being acted upon, if such benefits or amounts 
are determinable:

                            New Plan Benefits
------------------------------------------------------------------------
                                Plan name
-------------------------------------------------------------------------
         Name and position            Dollar value ($)   Number of units
------------------------------------------------------------------------
CEO................................
A..................................
B..................................
C..................................
D..................................
Executive Group....................
Non-Executive Director Group.......
Non-Executive Officer Employee
 Group.
------------------------------------------------------------------------

    (ii) The table required by paragraph (a)(2)(i) of this Item shall 
provide information as to the following persons:
    (A) Each person (stating name and position) specified in paragraph 
(a)(3) of Item 402 of Regulation S-K (Sec. 229.402(a)(3) of this 
chapter);
    Instruction: In the case of investment companies registered under 
the Investment Company Act of 1940, furnish the information for 
Compensated Persons as defined in Item 22(b)(6) of this Schedule in lieu 
of the persons specified in paragraph (a)(3) of Item 402 of Regulation 
S-K (Sec. 229.402(a)(3) of this chapter).
    (B) All current executive officers as a group;
    (C) All current directors who are not executive officers as a group; 
and
    (D) All employees, including all current officers who are not 
executive officers, as a group.

                 Instruction to New Plan Benefits Table

    Additional columns should be added for each plan with respect to 
which security holder action is to be taken.
    (iii) If the benefits or amounts specified in paragraph (a)(2)(i) of 
this item are not determinable, state the benefits or amounts which 
would have been received by or allocated to each of the following for 
the last completed fiscal year if the plan had been in effect, if such 
benefits or amounts may be determined, in the table specified in 
paragraph (a)(2)(i) of this Item:
    (A) Each person (stating name and position) specified in paragraph 
(a)(3) of Item 402 of Regulation S-K (Sec. 229.402(a)(3) of this 
chapter);
    (B) All current executive officers as a group;
    (C) All current directors who are not executive officers as a group; 
and
    (D) All employees, including all current officers who are not 
executive officers, as a group.
    (3) If the plan to be acted upon can be amended, otherwise than by a 
vote of security holders, to increase the cost thereof to the registrant 
or to alter the allocation of the benefits as between the persons and 
groups specified in paragraph (a)(2) of this item, state the nature of 
the amendments which can be so made.
    (b)(1) Additional information regarding specified plans subject to 
security holder action. With respect to any pension or retirement plan 
submitted for security holder action, state:
    (i) The approximate total amount necessary to fund the plan with 
respect to past services, the period over which such amount is to be 
paid and the estimated annual payments necessary to pay the total amount 
over such period; and
    (ii) The estimated annual payment to be made with respect to current 
services. In the case of a pension or retirement plan, information 
called for by paragraph (a)(2) of this Item may be furnished in the 
format specified by paragraph (f)(1) of Item 402 of Regulation S-K 
(Sec. 229.402(f)(1) of this chapter).
    Instruction. In the case of investment companies registered under 
the Investment Company Act of 1940, refer to instruction 4 in Item 
22(b)(6)(ii) of this Schedule in lieu of paragraph (f)(1) of Item 402 of 
Regulation S-K (Sec. 229.402(f)(1) of this chapter).
    (2)(i) With respect to any specific grant of or any plan containing 
options, warrants or rights submitted for security holder action, state:
    (A) The title and amount of securities underlying such options, 
warrants or rights;
    (B) The prices, expiration dates and other material conditions upon 
which the options, warrants or rights may be exercised;
    (C) The consideration received or to be received by the registrant 
or subsidiary for the granting or extension of the options, warrants or 
rights;
    (D) The market value of the securities underlying the options, 
warrants, or rights as of the latest practicable date; and
    (E) In the case of options, the federal income tax consequences of 
the issuance and exercise of such options to the recipient and the 
registrant; and
    (ii) State separately the amount of such options received or to be 
received by the following persons if such benefits or amounts are 
determinable:
    (A) Each person (stating name and position) specified in paragraph 
(a)(3) of Item 402 of Regulation S-K (Sec. 229.402(a)(3) of this 
chapter);
    (B) All current executive officers as a group;
    (C) All current directors who are not executive officers as a group;

[[Page 180]]

    (D) Each nominee for election as a director;
    (E) Each associate of any of such directors, executive officers or 
nominees;
    (F) Each other person who received or is to receive 5 percent of 
such options, warrants or rights; and
    (G) All employees, including all current officers who are not 
executive officers, as a group.

                              Instructions

    1. The term ``plan'' as used in this Item means any plan as defined 
in paragraph (a)(7)(ii) of Item 402 of Regulation S-K 
(Sec. 229.402(a)(7)(ii) of this chapter).
    2. If action is to be taken with respect to a material amendment or 
modification of an existing plan, the item shall be answered with 
respect to the plan as proposed to be amended or modified and shall 
indicate any material differences from the existing plan.
    3. If the plan to be acted upon is set forth in a written document, 
three copies thereof shall be filed with the Commission at the time 
copies of the proxy statement and form of proxy are first filed pursuant 
to paragraph (a) or (b) of Sec. 240.14a-6. Electronic filers shall file 
with the Commission a copy of such written plan document in electronic 
format as an appendix to the proxy statement. It need not be provided to 
security holders unless it is a part of the proxy statement.
    4. Paragraph (b)(2)(ii) does not apply to warrants or rights to be 
issued to security holders as such on a pro rata basis.
    5. The Commission shall be informed, as supplemental information, 
when the proxy statement is first filed, as to when the options, 
warrants or rights and the shares called for thereby will be registered 
under the Securities Act or, if such registration is not contemplated, 
the section of the Securities Act or rule of the Commission under which 
exemption from such registration is claimed and the facts relied upon to 
make the exemption available.
    Item 11. Authorization or issuance of securities otherwise than for 
exchange. If action is to be taken with respect to the authorization or 
issuance of any securities otherwise than for exchange for outstanding 
securities of the registrant, furnish the following information:
    (a) State the title and amount of securities to be authorized or 
issued.
    (b) Furnish the information required by Item 202 of Regulation S-K 
(Sec. 229.202 of this chapter). If the terms of the securities cannot be 
stated or estimated with respect to any or all of the securities to be 
authorized, because no offering thereof is contemplated in the proximate 
future, and if no further authorization by security holders for the 
issuance thereof is to be obtained, it should be stated that the terms 
of the securities to be authorized, including dividend or interest 
rates, conversion prices, voting rights, redemption prices, maturity 
dates, and similar matters will be determined by the board of directors. 
If the securities are additional shares of common stock of a class 
outstanding, the description may be omitted except for a statement of 
the preemptive rights, if any. Where the statutory provisions with 
respect to preemptive rights are so indefinite or complex that they 
cannot be stated in summarized form, it will suffice to make a statement 
in the form of an opinion of counsel as to the existence and extent of 
such rights.
    (c) Describe briefly the transaction in which the securities are to 
be issued including a statement as to (1) the nature and approximate 
amount of consideration received or to be received by the registrant and 
(2) the approximate amount devoted to each purpose so far as 
determinable for which the net proceeds have been or are to be used. If 
it is impracticable to describe the transaction in which the securities 
are to be issued, state the reason, indicate the purpose of the 
authorization of the securities, and state whether further authorization 
for the issuance of the securities by a vote of security holders will be 
solicited prior to such issuance.
    (d) If the securities are to be issued otherwise than in a public 
offering for cash, state the reasons for the proposed authorization or 
issuance and the general effect thereof upon the rights of existing 
security holders.
    (e) Furnish the information required by Item 13(a) of this schedule.
    Item 12. Modification or exchange of securities. If action is to be 
taken with respect to the modification of any class of securities of the 
registrant, or the issuance or authorization for issuance of securities 
of the registrant in exchange for outstanding securities of the 
registrant furnish the following information:
    (a) If outstanding securities are to be modified, state the title 
and amount thereof. If securities are to be issued in exchange for 
outstanding securities, state the title and amount of securities to be 
so issued, the title and amount of outstanding securities to be 
exchanged therefor and the basis of the exchange.
    (b) Describe any material differences between the outstanding 
securities and the modified or new securities in respect of any of the 
matters concerning which information would be required in the 
description of the securities in Item 202 of Regulation S-K 
(Sec. 229.202 of this chapter).
    (c) State the reasons for the proposed modification or exchange and 
the general effect thereof upon the rights of existing security holders.
    (d) Furnish a brief statement as to arrears in dividends or as to 
defaults in principal or

[[Page 181]]

interest in respect to the outstanding securities which are to be 
modified or exchanged and such other information as may be appropriate 
in the particular case to disclose adequately the nature and effect of 
the proposed action.
    (e) Outline briefly any other material features of the proposed 
modification or exchange. If the plan of proposed action is set forth in 
a written document, file copies thereof with the Commission in 
accordance with Sec. 240.14a-6.
    (f) Furnish the information required by Item 13(a) of this Schedule.
    Instruction. If the existing security is presently listed and 
registered on a national securities exchange, state whether the 
registrant intends to apply for listing and registration of the new or 
reclassified security on such exchange or any other exchange. If the 
registrant does not intend to make such application, state the effect of 
the termination of such listing and registration.
    Item 13. Financial and other information. (See Notes D and E at the 
beginning of this Schedule.)
    (a) Information required. If action is to be taken with respect to 
any matter specified in Item 11 or 12, furnish the following 
information:
    (1) Financial statements meeting the requirements of Regulation S-X, 
including financial information required by Rule 3-05 and Article 11 of 
Regulation S-X with respect to transactions other than that pursuant to 
which action is to be taken as described in this proxy statement;
    (2) Item 302 of Regulation S-K, supplementary financial information;
    (3) Item 303 of Regulation S-K, management's discussion and analysis 
of financial condition and results of operations;
    (4) Item 304 of Regulation S-K, changes in and disagreements with 
accountants on accounting and financial disclosure;
    (5) Item 305 of Regulation S-K, quantitative and qualitative 
disclosures about market risk; and
    (6) A statement as to whether or not representatives of the 
principal accountants for the current year and for the most recently 
completed fiscal year:
    (i) Are expected to be present at the security holders' meeting;
    (ii) Will have the opportunity to make a statement if they desire to 
do so; and
    (iii) Are expected to be available to respond to appropriate 
questions.
    (b) Incorporation by reference. The information required pursuant to 
paragraph (a) of this Item may be incorporated by reference into the 
proxy statement as follows:
    (1) S-3 registrants. If the registrant meets the requirements of 
Form S-3( see Note E to this Schedule), it may incorporate by reference 
to previously-filed documents any of the information required by 
paragraph (a) of this Item, provided that the requirements of paragraph 
(c) are met. Where the registrant meets the requirements of Form S-3 and 
has elected to furnish the required information by incorporation by 
reference, the registrant may elect to update the information so 
incorporated by reference to information in subsequently-filed 
documents.
    (2) All registrants. The registrant may incorporate by reference any 
of the information required by paragraph (a) of this Item, provided that 
the information is contained in an annual report to security holders or 
a previously-filed statement or report, such report or statement is 
delivered to security holders with the proxy statement and the 
requirements of paragraph (c) are met.
    (c) Certain conditions applicable to incorporation by reference. 
Registrants eligible to incorporate by reference into the proxy 
statement the information required by paragraph (a) of this Item in the 
manner specified by paragraphs (b)(1) and (b)(2) may do so only if:
    (1) The information is not required to be included in the proxy 
statement pursuant to the requirement of another Item;
    (2) The proxy statement identifies on the last page(s) the 
information incorporated by reference; and
    (3) The material incorporated by reference substantially meets the 
requirements of this Item or the appropriate portions of this Item.
    Instructions to Item 13.
    1. Notwithstanding the provisions of this Item, any or all of the 
information required by paragraph (a) of this Item not material for the 
exercise of prudent judgment in regard to the matter to be acted upon 
may be omitted. In the usual case the information is deemed material to 
the exercise of prudent judgment where the matter to be acted upon is 
the authorization or issuance of a material amount of senior securities, 
but the information is not deemed material where the matter to be acted 
upon is the authorization or issuance of common stock, otherwise than in 
an exchange, merger, consolidation, acquisition or similar transaction, 
the authorization of preferred stock without present intent to issue or 
the authorization of preferred stock for issuance for cash in an amount 
constituting fair value.
    2. In order to facilitate compliance with Rule 2-02(a) of Regulation 
S-X, one copy of the definitive proxy statement filed with the 
Commission shall include a manually signed copy of the accountant's 
report. If the financial statements are incorporated by reference, a 
manually signed copy of the accountant's report shall be filed with the 
definitive proxy statement.
    3. Notwithstanding the provisions of Regulation S-X, no schedules 
other than those prepared in accordance with Rules 12-15, 12-28 and 12-
29 (or, for management investment companies, Rules 12-12 through 12-14) 
of that

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regulation need be furnished in the proxy statement.
    4. Unless registered on a national securities exchange or otherwise 
required to furnish such information, registered investment companies 
need not furnish the information required by paragraph (a)(2) or (3) of 
this Item.
    5. If the registrant submits preliminary proxy material 
incorporating by reference financial statements required by this Item, 
the registrant should furnish a draft of the financial statements if the 
document from which they are incorporated has not been filed with or 
furnished to the Commission.
    6. A registered investment company need not comply with items 
(a)(2), (a)(3), and (a)(5) of this Item 13.
    Item 14. Mergers, consolidations, acquisitions and similar matters. 
(See Notes A and D at the beginning of this Schedule)
    Instructions to Item 14:
    1. In transactions in which the consideration offered to security 
holders consists wholly or in part of securities registered under the 
Securities Act of 1933, furnish the information required by Form S-4 
(Sec. 239.25 of this chapter), Form F-4 (Sec. 239.34 of this chapter), 
or Form N-14 (Sec. 239.23 of this chapter), as applicable, instead of 
this Item. Only a Form S-4, Form F-4, or Form N-14 must be filed in 
accordance with Sec. 240.14a-6(j).
    2. (a) In transactions in which the consideration offered to 
security holders consists wholly of cash, the information required by 
paragraph (c)(1) of this Item for the acquiring company need not be 
provided unless the information is material to an informed voting 
decision (e.g., the security holders of the target company are voting 
and financing is not assured).
    (b) Additionally, if only the security holders of the target company 
are voting:
    i. The financial information in paragraphs (b)(8)--(11) of this Item 
for the acquiring company and the target need not be provided; and
    ii. The information in paragraph (c)(2) of this Item for the target 
company need not be provided.
    If, however, the transaction is a going-private transaction (as 
defined by Sec. 240.13e-3), then the information required by paragraph 
(c)(2) of this Item must be provided and to the extent that the going-
private rules require the information specified in paragraph (b)(8)--
(b)(11) of this Item, that information must be provided as well.
    3. In transactions in which the consideration offered to security 
holders consists wholly of securities exempt from registration under the 
Securities Act of 1933 or a combination of exempt securities and cash, 
information about the acquiring company required by paragraph (c)(1) of 
this Item need not be provided if only the security holders of the 
acquiring company are voting, unless the information is material to an 
informed voting decision. If only the security holders of the target 
company are voting, information about the target company in paragraph 
(c)(2) of this Item need not be provided. However, the information 
required by paragraph (c)(2) of this Item must be provided if the 
transaction is a going-private (as defined by Sec. 240.13e-3) or roll-up 
(as described by Item 901 of Regulation S-K (Sec. 229.901 of this 
chapter)) transaction.
    4. The information required by paragraphs (b)(8)--(11) and (c) need 
not be provided if the plan being voted on involves only the acquiring 
company and one or more of its totally held subsidiaries and does not 
involve a liquidation or a spin off.
    5. To facilitate compliance with Rule 2-02(a) of Regulation S-X 
(Sec. 210.2-02(a) of this chapter) (technical requirements relating to 
accountants' reports), one copy of the definitive proxy statement filed 
with the Commission must include a signed copy of the accountant's 
report. If the financial statements are incorporated by reference, a 
signed copy of the accountant's report must be filed with the definitive 
proxy statement. Signatures may be typed if the document is filed 
electronically on EDGAR. See Rule 302 of Regulation S-T (Sec. 232.302 of 
this chapter).
    6. Notwithstanding the provisions of Regulation S-X, no schedules 
other than those prepared in accordance with Sec. 210.12-15, 
Sec. 210.12-28 and Sec. 210.12-29 of this chapter (or, for management 
investment companies, Secs. 210.12-12 through 210.12-14 of this chapter) 
of that regulation need be furnished in the proxy statement.
    7. If the preliminary proxy material incorporates by reference 
financial statements required by this Item, a draft of the financial 
statements must be furnished to the Commission staff upon request if the 
document from which they are incorporated has not been filed with or 
furnished to the Commission.
    (a) Applicability. If action is to be taken with respect to any of 
the following transactions, provide the information required by this 
Item:
    (1) A merger or consolidation;
    (2) An acquisition of securities of another person;
    (3) An acquisition of any other going business or the assets of a 
going business;
    (4) A sale or other transfer of all or any substantial part of 
assets; or
    (5) A liquidation or dissolution.
    (b) Transaction information. Provide the following information for 
each of the parties to the transaction unless otherwise specified:
    (1) Summary term sheet. The information required by Item 1001 of 
Regulation M-A (Sec. 229.1001 of this chapter).
    (2) Contact information. The name, complete mailing address and 
telephone number of the principal executive offices.

[[Page 183]]

    (3) Business conducted. A brief description of the general nature of 
the business conducted.
    (4) Terms of the transaction. The information required by Item 
1004(a)(2) of Regulation M-A (Sec. 229.1004 of this chapter).
    (5) Regulatory approvals. A statement as to whether any federal or 
state regulatory requirements must be complied with or approval must be 
obtained in connection with the transaction and, if so, the status of 
the compliance or approval.
    (6) Reports, opinions, appraisals. If a report, opinion or appraisal 
materially relating to the transaction has been received from an outside 
party, and is referred to in the proxy statement, furnish the 
information required by Item 1015(b) of Regulation M-A (Sec. 229.1015 of 
this chapter).
    (7) Past contacts, transactions or negotiations. The information 
required by Items 1005(b) and 1011(a)(1) of Regulation M-A 
(Sec. 229.1005 of this chapter and Sec. 229.1011 of this chapter), for 
the parties to the transaction and their affiliates during the periods 
for which financial statements are presented or incorporated by 
reference under this Item.
    (8) Selected financial data. The selected financial data required by 
Item 301 of Regulation S-K (Sec. 229.301 of this chapter).
    (9) Pro forma selected financial data. If material, the information 
required by Item 301 of Regulation S-K (Sec. 229.301 of this chapter) 
for the acquiring company, showing the pro forma effect of the 
transaction.
    (10) Pro forma information. In a table designed to facilitate 
comparison, historical and pro forma per share data of the acquiring 
company and historical and equivalent pro forma per share data of the 
target company for the following Items:
    (i) Book value per share as of the date financial data is presented 
pursuant to Item 301 of Regulation S-K (Sec. 229.301 of this chapter);
    (ii) Cash dividends declared per share for the periods for which 
financial data is presented pursuant to Item 301 of Regulation S-K 
(Sec. 229.301 of this chapter); and
    (iii) Income (loss) per share from continuing operations for the 
periods for which financial data is presented pursuant to Item 301 of 
Regulation S-K (Sec. 229.301 of this chapter).
    Instructions to paragraphs (b)(8), (b)(9) and (b)(10):
    1. For a business combination accounted for as a purchase, present 
the financial information required by paragraphs (b)(9) and (b)(10) only 
for the most recent fiscal year and interim period. For a business 
combination accounted for as a pooling, present the financial 
information required by paragraphs (b)(9) and (b)(10) (except for 
information with regard to book value) for the most recent three fiscal 
years and interim period. For purposes of these paragraphs, book value 
information need only be provided for the most recent balance sheet 
date.
    2. Calculate the equivalent pro forma per share amounts for one 
share of the company being acquired by multiplying the exchange ratio 
times each of:
    (i) The pro forma income (loss) per share before non-recurring 
charges or credits directly attributable to the transaction;
    (ii) The pro forma book value per share; and
    (iii) The pro forma dividends per share of the acquiring company.
    3. Unless registered on a national securities exchange or otherwise 
required to furnish such information, registered investment companies 
need not furnish the information required by paragraphs (b)(8) and 
(b)(9) of this Item.
    (11) Financial information. If material, financial information 
required by Article 11 of Regulation S-X (Secs. 210.10-01 through 
229.11-03 of this chapter) with respect to this transaction.
    Instructions to paragraph (b)(11):
    1. Present any Article 11 information required with respect to 
transactions other than those being voted upon (where not incorporated 
by reference) together with the pro forma information relating to the 
transaction being voted upon. In presenting this information, you must 
clearly distinguish between the transaction being voted upon and any 
other transaction.
    2. If current pro forma financial information with respect to all 
other transactions is incorporated by reference, you need only present 
the pro forma effect of this transaction.
    (c) Information about the parties to the transaction.
    (1) Acquiring company. Furnish the information required by Part B 
(Registrant Information) of Form S-4 (Sec. 239.25 of this chapter) or 
Form F-4 (Sec. 239.34 of this chapter), as applicable, for the acquiring 
company. However, financial statements need only be presented for the 
latest two fiscal years and interim periods.
    (2) Acquired company. Furnish the information required by Part C 
(Information with Respect to the Company Being Acquired) of Form S-4 
(Sec. 239.25 of this chapter) or Form F-4 (Sec. 239.34 of this chapter), 
as applicable.
    (d) Information about parties to the transaction: registered 
investment companies and business development companies. If the 
acquiring company or the acquired company is an investment company 
registered under the Investment Company Act of 1940 or a business 
development company as defined by Section 2(a)(48) of the Investment 
Company Act of 1940, provide the following information for that company 
instead of the information specified by paragraph (c) of this Item:

[[Page 184]]

    (1) Information required by Item 101 of Regulation S-K (Sec. 229.101 
of this chapter), description of business;
    (2) Information required by Item 102 of Regulation S-K (Sec. 229.102 
of this chapter), description of property;
    (3) Information required by Item 103 of Regulation S-K (Sec. 229.103 
of this chapter), legal proceedings;
    (4) Information required by Item 201 of Regulation S-K (Sec. 229.201 
of this chapter), market price of and dividends on the registrant's 
common equity and related stockholder matters;
    (5) Financial statements meeting the requirements of Regulation S-X, 
including financial information required by Rule 3-05 and Article 11 of 
Regulation S-X (Sec. 210.3-05 and Sec. 210.11-01 through Sec. 210.11-03 
of this chapter) with respect to transactions other than that as to 
which action is to be taken as described in this proxy statement;
    (6) Information required by Item 301 of Regulation S-K (Sec. 229.301 
of this chapter), selected financial data;
    (7) Information required by Item 302 of Regulation S-K (Sec. 229.302 
of this chapter), supplementary financial information;
    (8) Information required by Item 303 of Regulation S-K (Sec. 229.303 
of this chapter), management's discussion and analysis of financial 
condition and results of operations; and
    (9) Information required by Item 304 of Regulation S-K (Sec. 229.304 
of this chapter), changes in and disagreements with accountants on 
accounting and financial disclosure.
    Instruction to paragraph (d) of Item 14: Unless registered on a 
national securities exchange or otherwise required to furnish such 
information, registered investment companies need not furnish the 
information required by paragraphs (d)(6), (d)(7) and (d)(8) of this 
Item.
    (e) Incorporation by reference.
    (1) The information required by paragraph (c) of this section may be 
incorporated by reference into the proxy statement to the same extent as 
would be permitted by Form S-4 (Sec. 239.25 of this chapter) or Form F-4 
(Sec. 239.34 of this chapter), as applicable.
    (2) Alternatively, the registrant may incorporate by reference into 
the proxy statement the information required by paragraph (c) of this 
Item if it is contained in an annual report sent to security holders in 
accordance with Sec. 240.14a-3 of this chapter with respect to the same 
meeting or solicitation of consents or authorizations that the proxy 
statement relates to and the information substantially meets the 
disclosure requirements of Item 14 or Item 17 of Form S-4 (Sec. 239.25 
of this chapter) or Form F-4 (Sec. 239.34 of this chapter), as 
applicable.
    Item 15. Acquisition or disposition of property. If action is to be 
taken with respect to the acquisition or disposition of any property, 
furnish the following information:
    (a) Describe briefly the general character and location of the 
property.
    (b) State the nature and amount of consideration to be paid or 
received by the registrant or any subsidiary. To the extent practicable, 
outline briefly the facts bearing upon the question of the fairness of 
the consideration.
    (c) State the name and address of the transferer or transferee, as 
the case may be and the nature of any material relationship of such 
person to the registrant or any affiliate of the registrant.
    (d) Outline briefly any other material features of the contract or 
transaction.
    Item 16. Restatement of accounts. If action is to be taken with 
respect to the restatement of any asset, capital, or surplus account of 
the registrant furnish the following information:
    (a) State the nature of the restatement and the date as of which it 
is to be effective.
    (b) Outline briefly the reasons for the restatement and for the 
selection of the particular effective date.
    (c) State the name and amount of each account (including any reserve 
accounts) affected by the restatement and the effect of the restatement 
thereon. Tabular presentation of the amounts shall be made when 
appropriate, particularly in the case of recapitalizations.
    (d) To the extent practicable, state whether and the extent, if any, 
to which, the restatement will, as of the date thereof, alter the amount 
available for distribution to the holders of equity securities.
    Item 17. Action with respect to reports. If action is to be taken 
with respect to any report of the registrant or of its directors, 
officers or committees or any minutes of a meeting of its security 
holders, furnish the following information:
    (a) State whether or not such action is to constitute approval or 
disapproval of any of the matters referred to in such reports or 
minutes.
    (b) Identify each of such matters which it is intended will be 
approved or disapproved, and furnish the information required by the 
appropriate item or items of this schedule with respect to each such 
matter.
    Item 18. Matters not required to be submitted. If action is to be 
taken with respect to any matter which is not required to be submitted 
to a vote of security holders, state the nature of such matter, the 
reasons for submitting it to a vote of security holders and what action 
is intended to be taken by the registrant in the event of a negative 
vote on the matter by the security holders.
    Item 19. Amendment of character, bylaws or other documents. If 
action is to be taken with respect to any amendment of the registrant's 
charter, bylaws or other documents as to

[[Page 185]]

which information is not required above, state briefly the reasons for 
and the general effect of such amendment.
    Instructions. 1. Where the matter to be acted upon is the 
classification of directors, state whether vacancies which occur during 
the year may be filled by the board of directors to serve only until the 
next annual meeting or may be so filled for the remainder of the full 
term.
    2. Attention is directed to the discussion of disclosure regarding 
anti-takeover and similar proposals in Release No. 34-15230 (October 13, 
1978).
    Item 20. Other proposed action. If action is to be taken on any 
matter not specifically referred to in this Schedule 14A, describe 
briefly the substance of each such matter in substantially the same 
degree of detail as is required by Items 5 to 19, inclusive, of this 
Schedule, and, with respect to investment companies registered under the 
Investment Company Act of 1940, Item 22 of this Schedule.
    Item 21. Voting procedures. As to each matter which is to be 
submitted to a vote of security holders, furnish the following 
information:
    (a) State the vote required for approval or election, other than for 
the approval of auditors.
    (b) Disclose the method by which votes will be counted, including 
the treatment and effect of abstentions and broker non-votes under 
applicable state law as well as registrant charter and by-law 
provisions.
    Item 22. Information required in investment company proxy statement. 
(a) General.
    (1) Definitions. Unless the context otherwise requires, terms used 
in this Item that are defined in Sec. 240.14a-1 (with respect to proxy 
soliciting material), in Sec. 240.14c-1 (with respect to information 
statements), and in the Investment Company Act of 1940 shall have the 
same meanings provided therein and the following terms shall also apply:
    (i) Administrator. The term ``Administrator'' shall mean any person 
or persons who provide significant administrative or business management 
services to the Fund and shall include any person that has been or would 
be identified in response to Item 15(h) of Form N-1A (Sec. 274.11A of 
this chapter), Item 9 of Form N-2 (Sec. 274.11a-1 of this chapter), or 
Item 6 of Form N-3 (Sec. 274.11b of this chapter).
    (ii) Affiliated broker. The term ``Affiliated Broker'' shall mean 
any broker:
    (A) That is an affiliated person of the Fund;
    (B) That is an affiliated person of such person; or
    (C) An affiliated person of which is an affiliated person of the 
Fund, its investment adviser, principal underwriter, or Administrator.
    (iii) Distribution plan. The term ``Distribution Plan'' shall mean a 
plan adopted pursuant to Rule 12b-1 under the Investment Company Act of 
1940 (Sec. 270.12b-1 of this chapter).
    (iv) Fund. The term ``Fund'' shall mean a Registrant or, where the 
Registrant is a series company, a separate portfolio of the Registrant.
    (v) Fund complex. The term ``Fund Complex'' shall mean two or more 
Funds that:
    (A) Hold themselves out to investors as related companies for 
purposes of investment and investor services; or
    (B) Have a common investment adviser or have an investment adviser 
that is an affiliated person of the investment adviser of any of the 
other Funds.
    (vi) Parent. The term ``Parent'' shall mean the affiliated person of 
a specified person who controls the specified person directly or 
indirectly through one or more intermediaries.
    (vii) Registrant. The term ``Registrant'' shall mean an investment 
company registered under the Investment Company Act of 1940.
    (viii) Subsidiary. The term ``Subsidiary'' shall mean an affiliated 
person of a specified person who is controlled by the specified person 
directly, or indirectly through one or more intermediaries.
    (2)  [Reserved]
    (3) General disclosure. Furnish the following information in the 
proxy statement of a Fund or Funds:
    (i) State the name and address of the Fund's investment adviser, 
principal underwriter, and Administrator.
    (ii) When a Fund proxy statement solicits a vote on proposals 
affecting more than one Fund or class of securities of a Fund (unless 
the proposal or proposals are the same and affect all Fund or class 
shareholders), present a summary of all of the proposals in tabular form 
on one of the first three pages of the proxy statement and indicate 
which Fund or class shareholders are solicited with respect to each 
proposal.
    (iii) Unless the proxy statement is accompanied by a copy of the 
Fund's most recent annual report, state prominently in the proxy 
statement that the Fund will furnish, without charge, a copy of the 
annual report and the most recent semi-annual report succeeding the 
annual report, if any, to a shareholder upon request, providing the 
name, address, and toll-free telephone number of the person to whom such 
request shall be directed (or, if no toll-free telephone number is 
provided, a self-addressed postage paid card for requesting the annual 
report). The Fund should provide a copy of the annual report and the 
most recent semi-annual report succeeding the annual report, if any, to 
the requesting shareholder by first class mail, or other means designed 
to assure prompt delivery, within three business days of the request.

[[Page 186]]

    (iv) If the action to be taken would, directly or indirectly, 
establish a new fee or expense or increase any existing fee or expense 
to be paid by the Fund or its shareholders, provide a table showing the 
current and pro forma fees (with the required examples) using the format 
prescribed in the appropriate registration statement form under the 
Investment Company Act of 1940 (for open-end management investment 
companies, Item 3 of Form N-1A (Sec. 239.15A); for closed-end management 
investment companies, Item 3 of Form N-2 (Sec. 239.14); and for separate 
accounts that offer variable annuity contracts, Item 3 of Form N-3 
(Sec. 239.17a)).
    Instructions. 1. Where approval is sought only for a change in asset 
breakpoints for a pre-existing fee that would not have increased the fee 
for the previous year (or have the effect of increasing fees or 
expenses, but for any other reason would not be reflected in a pro forma 
fee table), describe the likely effect of the change in lieu of 
providing pro forma fee information.
    2. An action would indirectly establish or increase a fee or expense 
where, for example, the approval of a new investment advisory contract 
would result in higher custodial or transfer agency fees.
    3. The tables should be prepared in a manner designed to facilitate 
understanding of the impact of any change in fees or expenses.
    4. A Fund that offers its shares exclusively to one or more separate 
accounts and thus is not required to include a fee table in its 
prospectus (see Item 3 of Form N-1A (Sec. 239.15A)) should nonetheless 
prepare a table showing current and pro forma expenses and disclose that 
the table does not reflect separate account expenses, including sales 
load.
    (v) If action is to be taken with respect to the election of 
directors or the approval of an advisory contract, describe any 
purchases or sales of securities of the investment adviser or its 
Parents, or Subsidiaries of either, since the beginning of the most 
recently completed fiscal year by any director or any nominee for 
election as a director of the Fund.
    Instructions. 1. Identify the parties, state the consideration, the 
terms of payment and describe any arrangement or understanding with 
respect to the composition of the board of directors of the Fund or of 
the investment adviser, or with respect to the selection of appointment 
of any person to any office with either such company.
    2. Transactions involving securities in an amount not exceeding one 
percent of the outstanding securities of any class of the investment 
adviser or any of its Parents or Subsidiaries may be omitted.
    (b) Election of directors. If action is to be taken with respect to 
the election of directors of the Fund and the solicitation is made by or 
on behalf of the Fund or by or on behalf of an investment adviser, 
furnish the following information in the proxy statement in addition to 
the information (and in the format) required by paragraphs (e) through 
(g) of Item 7 of Schedule 14A.
    Instructions. 1. Furnish information with respect to a prospective 
investment adviser to the extent applicable.
    2. If the solicitation is made other than by or on behalf of the 
Fund or by or on behalf of an investment adviser, provide only 
information as to nominees of the person making the solicitation.
    (1) Identify each director or nominee for election as director who 
is, or was during the past five years, an officer, employee, director, 
general partner, or shareholder of the investment adviser. As to any 
director or nominee who is not a director or general partner of the 
investment adviser and owns any securities or has, or had during the 
past five years, any other material direct or indirect interest in the 
investment adviser or any person controlling, controlled by, or under 
common control with the investment adviser, describe the nature of such 
interest.
    (2) Identify each director or nominee who has or had during the past 
five years any material direct or indirect interest in the Fund's 
principal underwriter or Administrator and describe the nature of such 
interest.
    (3) Describe briefly, and where practicable, state the approximate 
dollar amount, of any material interest, direct or indirect, of any 
director or nominee for election as a director of the Fund in any 
material transactions since the beginning of the most recently completed 
fiscal year, or in any proposed material transactions, to which the 
investment adviser, the principal underwriter, the Administrator, any 
Parent or Subsidiary of such entities (other than another Fund), or any 
Subsidiary of the Parent of such entities was or is to be a party.
    Instructions. 1. Include the name of each person whose interest in 
any transaction is described and the nature of the relationship by 
reason of which such interest is required to be described. Where it is 
not practicable to state the approximate dollar amount of the interest, 
indicate the approximate dollar amount involved in the transaction.
    2. As to any transaction involving the purchase or sale of assets by 
or to the investment adviser, or the Administrator, state the cost of 
the assets to the purchaser and the cost thereof to the seller if 
acquired by the seller within two years prior to the transaction.
    3. If the interest of any person arises from the position of the 
person as a partner in a partnership, the proportionate interest of such 
person in transactions to which the partnership is a party need not be 
set forth, but state the amount involved in the transaction with the 
partnership.

[[Page 187]]

    4. No information need be given in response to this paragraph with 
respect to any transaction that is not related to the business or 
operations of the Fund and to which neither the Fund nor any of its 
Parents or Subsidiaries is a party.
    (4) Provide in tabular form, to the extent practicable, the 
information required by Items 401, 404 (a) and (c), and 405 of 
Regulation S-K (Secs. 229.401, 229.404, and 229.405 of this chapter).
    Instructions. 1. Indicate by an asterisk any nominee or director who 
is or would be an ``interested person'' within the meaning of section 
2(a)(19) of the Investment Company Act of 1940 and describe the 
relationships, events, or transactions by reason of which such person is 
deemed an ``interested person.''
    2. Separate accounts registered as management investment companies 
need not provide any information concerning the officers of the 
sponsoring insurance company who are not directly or indirectly engaged 
in activities related to the separate account in response to Item 401 of 
Regulation S-K.
    (5) Describe briefly any material pending legal proceedings, other 
than ordinary routine litigation incidental to the Fund's business, to 
which any director or nominee for director or affiliated person of such 
director or nominee is a party adverse to the Fund or any of its 
affiliated persons or has a material interest adverse to the Fund or any 
of its affiliated persons. Include the name of the court where the case 
is pending, the date instituted, the principal parties, a description of 
the factual basis alleged to underlie the proceeding, and the relief 
sought.
    (6) For all directors, and for each of the three highest-paid 
executive officers that have aggregate compensation from the Fund for 
the most recently completed fiscal year in excess of $60,000 
(``Compensated Persons''):
    (i) Furnish the information required by the following table for the 
last fiscal year:

                           Compensation Table
------------------------------------------------------------------------
                                (3) Pension
                                    or            (4)        (5) Total
 (1) Name of    (2) Aggregate   retirement     Estimated    compensation
   person,      compensation     benefits       annual     from fund and
 position       from fund       accrued as     benefits     fund complex
                               part of fund      upon         paid to
                                 expenses     retirement     directors
------------------------------------------------------------------------
 
------------------------------------------------------------------------

    Instructions. 1. For column (1), indicate, if necessary, the 
capacity in which the remuneration is received. For Compensated Persons 
that are directors of the Fund, compensation is amounts received for 
service as a director.
    2. If the Fund has not completed its first full year since its 
organization, furnish the information for the current fiscal year, 
estimating future payments that would be made pursuant to an existing 
agreement or understanding. Disclose in a footnote to the Compensation 
Table the period for which the information is furnished.
    3. Include in column (2) amounts deferred at the election of the 
Compensated Person, whether pursuant to a plan established under Section 
401(k) of the Internal Revenue Code [26 U.S.C. 401(k)] or otherwise, for 
the fiscal year in which earned. Disclose in a footnote to the 
Compensation Table the total amount of deferred compensation (including 
interest) payable to or accrued for any Compensated Person.
    4. Include in columns (3) and (4) all pension or retirement benefits 
proposed to be paid under any existing plan in the event of retirement 
at normal retirement date, directly or indirectly, by the Fund or any of 
its Subsidiaries, or by other companies in the Fund Complex. Omit column 
(4) where retirement benefits are not determinable.
    5. For any defined benefit or actuarial plan under which benefits 
are determined primarily by final compensation (or average final 
compensation) and years of service, provide the information required in 
column (4) in a separate table showing estimated annual benefits payable 
upon retirement (including amounts attributable to any defined benefit 
supplementary or excess pension award plans) in specified compensation 
and years of service classifications. Also provide the estimated 
credited years of service for each Compensated Person.
    6. Include in column (5) only aggregate compensation paid to a 
director for service on the board and other boards of investment 
companies in a Fund Complex specifying the number of such other 
investment companies.
    (ii) Describe briefly the material provisions of any pension, 
retirement, or other plan or any arrangement other than fee arrangements 
disclosed in paragraph (i) pursuant to which Compensated Persons are or 
may be compensated for any services provided, including amounts paid, if 
any, to the Compensated Person under any such arrangements during the 
most recently completed fiscal year. Specifically include the criteria 
used to determine amounts payable under any plan, the length of service 
or vesting period required by the plan, the retirement age or other 
event which gives rise to payments under the plan, and whether the

[[Page 188]]

payment of benefits is secured or funded by the Fund.
    (iii) With respect to each Compensated Person, business development 
companies shall include the information required by Items 402(b)(2)(iv) 
and 402(c) of Regulation        S-K (Secs. 229.402(b)(2)(iv) and 
229.402(c) of this chapter).
    (c) Approval of investment advisory contract. If action is to be 
taken with respect to an investment advisory contract, include the 
following information in the proxy statement.
    Instruction. Furnish information with respect to a prospective 
investment adviser to the extent applicable (including the name and 
address of the prospective investment adviser).
    (1) With respect to the existing investment advisory contract:
    (i) State the date of the contract and the date on which it was last 
submitted to a vote of security holders of the Fund, including the 
purpose of such submission;
    (ii) Briefly describe the terms of the contract, including the rate 
of compensation of the investment adviser;
    (iii) State the aggregate amount of the investment adviser's fee and 
the amount and purpose of any other material payments by the Fund to the 
investment adviser, or any affiliated person of the investment adviser, 
during the last fiscal year of the Fund;
    (iv) If any person is acting as an investment adviser of the Fund 
other than pursuant to a written contract that has been approved by the 
security holders of the company, identify the person and describe the 
nature of the services and arrangements;
    (v) Describe any action taken with respect to the investment 
advisory contract since the beginning of the Fund's last fiscal year by 
the board of directors of the Fund (unless described in response to 
paragraph (c)(1)(vi)) of this Item 22); and
    (vi) If an investment advisory contract was terminated or not 
renewed for any reason, state the date of such termination or non-
renewal, identify the parties involved, and describe the circumstances 
of such termination or non-renewal.
    (2) State the name, address and principal occupation of the 
principal executive officer and each director or general partner of the 
investment adviser.
    Instruction. If the investment adviser is a partnership with more 
than ten general partners, name:
    (i) The general partners with the five largest economic interests in 
the partnership, and, if different, those general partners comprising 
the management or executive committee of the partnership or exercising 
similar authority;
    (ii) The general partners with significant management 
responsibilities relating to the fund.
    (3) State the names and addresses of all Parents of the investment 
adviser and show the basis of control of the investment adviser and each 
Parent by its immediate Parent.
    Instructions. 1. If any person named is a corporation, include the 
percentage of its voting securities owned by its immediate Parent.
    2. If any person named is a partnership, name the general partners 
having the three largest partnership interests (computed by whatever 
method is appropriate in the particular case).
    (4) If the investment adviser is a corporation and if, to the 
knowledge of the persons making the solicitation or the persons on whose 
behalf the solicitation is made, any person not named in answer to 
paragraph (c)(3) of this Item 22 owns, of record or beneficially, ten 
percent or more of the outstanding voting securities of the investment 
adviser, indicate that fact and state the name and address of each such 
person.
    (5) Name each officer or director of the Fund who is an officer, 
employee, director, general partner or shareholder of the investment 
adviser. As to any officer or director who is not a director or general 
partner of the investment adviser and who owns securities or has any 
other material direct or indirect interest in the investment adviser or 
any other person controlling, controlled by or under common control with 
the investment adviser, describe the nature of such interest.
    (6) Describe briefly and state the approximate amount of, where 
practicable, any material interest, direct or indirect, of any director 
of the Fund in any material transactions since the beginning of the most 
recently completed fiscal year, or in any material proposed 
transactions, to which the investment adviser of the Fund, any Parent or 
Subsidiary of the investment adviser (other than another Fund), or any 
Subsidiary of the Parent of such entities was or is to be a party.
    Instructions. 1. Include the name of each person whose interest in 
any transaction is described and the nature of the relationship by 
reason of which such interest is required to be described. Where it is 
not practicable to state the approximate amount of the interest, 
indicate the approximate amount involved in the transaction.
    2. As to any transaction involving the purchase or sale of assets by 
or to the investment adviser, state the cost of the assets to the 
purchaser and the cost thereof to the seller if acquired by the seller 
within two years prior to the transaction.
    3. If the interest of any person arises from the position of the 
person as a partner in a partnership, the proportionate interest of such 
person in transactions to which the partnership is a party need not be 
set forth,

[[Page 189]]

but state the amount involved in the transaction with the partnership.
    4. No information need be given in response to this paragraph (c)(6) 
of Item 22 with respect to any transaction that is not related to the 
business or operations of the Fund and to which neither the Fund nor any 
of its Parents or Subsidiaries is a party.
    (7) Disclose any financial condition of the investment adviser that 
is reasonably likely to impair the financial ability of the adviser to 
fulfill its commitment to the fund under the proposed investment 
advisory contract.
    (8) Describe the nature of the action to be taken on the investment 
advisory contract and the reasons therefor, the terms of the contract to 
be acted upon, and, if the action is an amendment to, or a replacement 
of, an investment advisory contract, the material differences between 
the current and proposed contract.
    (9) If a change in the investment advisory fee is sought, state:
    (i) The aggregate amount of the investment adviser's fee during the 
last year;
    (ii) The amount that the adviser would have received had the 
proposed fee been in effect; and
    (iii) The difference between the aggregate amounts stated in 
response to paragraphs (i) and (ii) of this item (c)(9) as a percentage 
of the amount stated in response to paragraph (i) of this item (c)(9).
    (10) If the investment adviser acts as such with respect to any 
other Fund having a similar investment objective, identify and state the 
size of such other Fund and the rate of the investment adviser's 
compensation. Also indicate for any Fund identified whether the 
investment adviser has waived, reduced, or otherwise agreed to reduce 
its compensation under any applicable contract.
    Instruction. Furnish the information in response to this paragraph 
(c)(10) of Item 22 in tabular form.
    (11) Discuss in reasonable detail the material factors and the 
conclusions with respect thereto which form the basis for the 
recommendation of the board of directors that the shareholders approve 
an investment advisory contract. If applicable, include a discussion of 
any benefits derived or to be derived by the investment adviser from the 
relationship with the Fund such as soft dollar arrangements by which 
brokers provide research to the Fund or its investment adviser in return 
for allocating fund brokerage.
    Instruction. Conclusory statements or a list of factors will not be 
considered sufficient disclosure. The discussion should relate the 
factors to the specific circumstances of the fund and the investment 
advisory contract for which approval is sought.
    (12) Describe any arrangement or understanding made in connection 
with the proposed investment advisory contract with respect to the 
composition of the board of directors of the Fund or the investment 
adviser or with respect to the selection or appointment of any person to 
any office with either such company.
    (13) For the most recently completed fiscal year, state:
    (i) The aggregate amount of commissions paid to any Affiliated 
Broker; and
    (ii) The percentage of the Fund's aggregate brokerage commissions 
paid to any such Affiliated Broker.
    Instruction. Identify each Affiliated Broker and the relationships 
that cause the broker to be an Affiliated Broker.
    (14) Disclose the amount of any fees paid by the Fund to the 
investment adviser, its affiliated persons or any affiliated person of 
such person during the most recent fiscal year for services provided to 
the Fund (other than under the investment advisory contract or for 
brokerage commissions). State whether these services will continue to be 
provided after the investment advisory contract is approved.
    (d) Approval of distribution plan. If action is to be taken with 
respect to a Distribution Plan, include the following information in the 
proxy statement.
    Instruction. Furnish information on a prospective basis to the 
extent applicable.
    (1) Describe the nature of the action to be taken on the 
Distribution Plan and the reason therefor, the terms of the Distribution 
Plan to be acted upon, and, if the action is an amendment to, or a 
replacement of, a Distribution Plan, the material differences between 
the current and proposed Distribution Plan.
    (2) If the Fund has a Distribution Plan in effect:
    (i) Provide the date that the Distribution Plan was adopted and the 
date of the last amendment, if any;
    (ii) Disclose the persons to whom payments may be made under the 
Distribution Plan, the rate of the distribution fee and the purposes for 
which such fee may be used;
    (iii) Disclose the amount of distribution fees paid by the Fund 
pursuant to the plan during its most recent fiscal year, both in the 
aggregate and as a percentage of the Fund's average net assets during 
the period;
    (iv) Disclose the name of, and the amount of any payments made under 
the Distribution Plan by the Fund during its most recent fiscal year to, 
any person who is an affiliated person of the Fund, its investment 
adviser, principal underwriter, or Administrator, an affiliated person 
of such person, or a person that during the most recent fiscal year 
received 10% or more of the aggregate amount paid under the Distribution 
Plan by the Fund;
    (v) Describe any action taken with respect to the Distribution Plan 
since the beginning of the Fund's most recent fiscal year by the board 
of directors of the Fund; and

[[Page 190]]

    (vi) If a Distribution Plan was or is to be terminated or not 
renewed for any reason, state the date or prospective date of such 
termination or non-renewal, identify the parties involved, and describe 
the circumstances of such termination or non-renewal.
    (3) Describe briefly and state the approximate amount of, where 
practicable, any material interest, direct or indirect, of any director 
or nominee for election as a director of the Fund in any material 
transactions since the beginning of the most recently completed fiscal 
year, or in any material proposed transactions, to which any person 
identified in response to Item 22(d)(2)(iv) was or is to be a party.
    Instructions. 1. Include the name of each person whose interest in 
any transaction is described and the nature of the relationship by 
reason of which such interest is required to be described. Where it is 
not practicable to state the approximate amount of the interest, 
indicate the approximate amount involved in the transaction.
    2. As to any transaction involving the purchase or sale of assets, 
state the cost of the assets to the purchaser and the cost thereof to 
the seller if acquired by the seller within two years prior to the 
transaction.
    3. If the interest of any person arises from the position of the 
person as a partner in a partnership, the proportionate interest of such 
person in transactions to which the partnership is a party need not be 
set forth but state the amount involved in the transaction with the 
partnership.
    4. No information need be given in response to this paragraph (d)(3) 
of Item 22 with respect to any transaction that is not related to the 
business or operations of the Fund and to which neither the Fund nor any 
of its Parents or Subsidiaries is a party.
    (4) Discuss in reasonable detail the material factors and the 
conclusions with respect thereto which form the basis for the conclusion 
of the board of directors that there is a reasonable likelihood that the 
proposed Distribution Plan (or amendment thereto) will benefit the Fund 
and its shareholders.
    Instruction. Conclusory statements or a list of factors will not be 
considered sufficient disclosure.

[51 FR 42063, Nov. 20, 1986; 51 FR 45576, Dec. 19, 1986]

    Editorial Note:  For Federal Register citations affecting 
Sec. 240.14a-101, see the List of CFR Sections Affected in the Finding 
Aids section of this volume.



Sec. 240.14a-102  [Reserved]



Sec. 240.14a-103  Notice of Exempt Solicitation. Information to be included in statements submitted by or on behalf of a person pursuant to Sec. 240.14a-6(g).

      U.S. Securities and Exchange Commission Washington, DC 20549

                      Notice of Exempt Solicitation

1. Name of the Registrant:
_______________________________________________________________________
2. Name of person relying on exemption:
_______________________________________________________________________
3. Address of person relying on exemption:
_______________________________________________________________________
4. Written materials. Attach written material required to be submitted 
          pursuant to Rule 14a-6(g)(1) [Sec. 240.14a-6(g)(1)].

[57 FR 48294, Oct. 22, 1992]



Sec. 240.14a-104  Notice of Exempt Preliminary Roll-up Communication. Information regarding ownership interests and any potential conflicts of interest to be
 
          included in statements submitted by or on behalf of a person 
          pursuant to Sec. 240.14a-2(b)(4) and Sec. 240.14a-6(n).

 United States Securities and Exchange Commission Washington, D.C. 20549

           Notice of Exempt Preliminary Roll-Up Communication

1. Name of registrant appearing on Securities Act of 1933 registration 
          statement for the roll-up transaction (or, if registration 
          statement has not been filed, name of entity into which 
          partnerships are to be rolled up):
_______________________________________________________________________
2. Name of partnership that is the subject of the proposed roll-up 
          transaction:
_______________________________________________________________________
3. Name of person relying on exemption:
_______________________________________________________________________
4. Address of person relying on exemption:
_______________________________________________________________________
5. Ownership interest of security holder in partnership that is the 
          subject of the proposed roll-up transaction:
_______________________________________________________________________
_______________________________________________________________________
    Note:  To the extent that the holder owns securities in any other 
entities involved in this roll-up transaction, disclosure of these 
interests also should be made.
6. Describe any and all relations of the holder to the parties to the 
          transaction or to the transaction itself:

[[Page 191]]

a. The holder is engaged in the business of buying and selling limited 
          partnership interests in the secondary market would be 
          adversely affected if the roll-up transaction were completed.
_______________________________________________________________________
_______________________________________________________________________
_______________________________________________________________________
b. The holder would suffer direct (or indirect) material financial 
          injury if the roll-up transaction were completed since it is a 
          service provider to an affected limited partnership.
_______________________________________________________________________
_______________________________________________________________________
_______________________________________________________________________
c. The holder is engaged in another transaction that may be competitive 
          with the pending roll-up transaction.
_______________________________________________________________________
_______________________________________________________________________
_______________________________________________________________________
d. Any other relations to the parties involved in the transaction or to 
          the transaction itself, or any benefits enjoyed by the holder 
          not shared on a pro rata basis by all other holders of the 
          same class of securities of the partnership that is the 
          subject of the proposed roll-up transaction.
_______________________________________________________________________
_______________________________________________________________________
_______________________________________________________________________

[59 FR 63685, Dec. 8, 1994]



Sec. 240.14b-1  Obligation of registered brokers and dealers in connection with the prompt forwarding of certain communications to beneficial owners.

    (a) Definitions. Unless the context otherwise requires, all terms 
used in this section shall have the same meanings as in the Act and, 
with respect to proxy soliciting material, as in Sec. 240.14a-1 
thereunder and, with respect to information statements, as in 
Sec. 240.14c-1 thereunder. In addition, as used in this section, the 
term ``registrant'' means:
    (1) The issuer of a class of securities registered pursuant to 
section 12 of the Act; or
    (2) An investment company registered under the Investment Company 
Act of 1940.
    (b) Dissemination and beneficial owner information requirements. A 
broker or dealer registered under Section 15 of the Act shall comply 
with the following requirements for disseminating certain communications 
to beneficial owners and providing beneficial owner information to 
registrants.
    (1) The broker or dealer shall respond, by first class mail or other 
equally prompt means, directly to the registrant no later than seven 
business days after the date it receives an inquiry made in accordance 
with Sec. 240.14a-13(a) or Sec. 240.14c-7(a) by indicting, by means of a 
search card or otherwise:
    (i) The approximate number of customers of the broker or dealer who 
are beneficial owners of the registrant's securities that are held of 
record by the broker, dealer, or its nominee;
    (ii) The number of customers of the broker or dealer who are 
beneficial owners of the registrant's securities who have objected to 
disclosure of their names, addresses,and securities positions if the 
registrant has indicated, pursuant to Sec. 240.14a-13(a)(1)(ii)(A) or 
Sec. 240.14c-7(a)(1)(ii)(A), that it will distribute the annual report 
to security holders to beneficial owners of its securities whose names, 
addresses and securities positions are disclosed pursuant to paragraph 
(b)(3) of this section; and
    (iii) The identity of the designated agent of the broker or dealer, 
if any, acting on its behalf in fulfilling its obligations under 
paragraph (b)(3) of this section; Provided, however, that if the broker 
or dealer has informed the registrant that a designated office(s) or 
department(s) is to receive such inquiries, receipt for purposes of 
paragraph (b)(1) of this section shall mean receipt by such designated 
office(s) or department(s).
    (2) The broker or dealer shall, upon receipt of the proxy, other 
proxy soliciting material, information statement, and/or annual reports 
to security holders, forward such materials to its customers who are 
beneficial owners of the registrant's securities no later than five 
business days after receipt of the proxy material, information statement 
or annual reports.
    (3) The broker or dealer shall, through its agent or directly:
    (i) Provide the registrant, upon the registrant's request, with the 
names, addresses, and securities positions, compiled as of a date 
specified in the registrant's request which is no earlier

[[Page 192]]

than five business days after the date the registrant's request is 
received, of its customers who are beneficial owners of the registrant's 
securities and who have not objected to disclosure of such information; 
Provided , however, that if the broker or dealer has informed the 
registrant that a designated office(s) or department(s) is to receive 
such requests, receipt shall mean receipt by such designated office(s) 
or department(s); and
    (ii) Transmit the data specified in paragraph (b)(3)(i) of this 
section to the registrant no later than five business days after the 
record date or other date specified by the registrant.

    Note 1: Where a broker or dealer employs a designated agent to act 
on its behalf in performing the obligations imposed on the broker or 
dealer by paragraph (b)(3) of this section, the five business day time 
period for determining the date as of which the beneficial owner 
information is to be compiled is calculated from the date the designated 
agent receives the registrant's request. In complying with the 
registrant's request for beneficial owner information under paragraph 
(b)(3) of this section, a broker or dealer need only supply the 
registrant with the names, addresses, and securities positions of non-
objecting beneficial owners.

    Note 2: If a broker or dealer receives a registrant's request less 
than five business days before the requested compilation date, it must 
provide a list compiled as of a date that is no more than five business 
days after receipt and transmit the list within five business days after 
the compilation date.

    (c) Exceptions to dissemination and beneficial owner information 
requirements. A broker or dealer registered under section 15 of the Act 
shall be subject to the following with respect to its dissemination and 
beneficial owner information requirements.
    (1) With regard to beneficial owners of exempt employee benefit plan 
securities, the broker or dealer shall:
    (i) Not include information in its response pursuant to paragraph 
(b)(1) of this section or forward proxies (or in lieu thereof requests 
for voting instructions), proxy soliciting material, information 
statements, or annual reports to security holders pursuant to paragraph 
(b)(2) of this section to such beneficial owners; and
    (ii) Not include in its response, pursuant to paragraph (b)(3) of 
this section, data concerning such beneficial owners.
    (2) A broker or dealer need not satisfy:
    (i) Its obligations under paragraphs (b)(2) and (b)(3) of this 
section if a registrant does not provide assurance of reimbursement of 
the broker's or dealer's reasonable expenses, both direct and indirect, 
incurred in connection with performing the obligations imposed by 
paragraphs (b)(2) and (b)(3) of this section; or
    (ii) Its obligation under paragraph (b)(2) of this section to 
forward annual reports to non-objecting beneficial owners identified by 
the broker or dealer, through its agent or directly, pursuant to 
paragraph (b)(3) of this section if the registrant notifies the broker 
or dealer pursuant to Sec. 240.14a-13(c) or Sec. 240.14c-7(c) that the 
registrant will mail the annual report to such non-objecting beneficial 
owners identified by the broker or dealer and delivered in a list to the 
registrant pursuant to paragraph (b)(3) of this section.

[57 FR 1099, Jan. 10, 1992]



Sec. 240.14b-2  Obligation of banks, associations and other entities that exercise fiduciary powers in connection with the prompt forwarding of certain 
          communications to beneficial owners.

    (a) Definitions. Unless the context otherwise requires, all terms 
used in this section shall have the same meanings as in the Act and, 
with respect to proxy soliciting material, as in Sec. 240.14a-1 
thereunder and, with respect to information statements, as in 
Sec. 240.14c-1 thereunder. In addition, as used in this section, the 
following terms shall apply:
    (1) The term bank means a bank, association, or other entity that 
exercises fiduciary powers.
    (2) The term beneficial owner includes any person who has or shares, 
pursuant to an instrument, agreement, or otherwise, the power to vote, 
or to direct the voting of a security.

    Note 1: If more than one person shares voting power, the provisions 
of the instrument creating that voting power shall govern with respect 
to whether consent to disclosure of beneficial owner information has 
been given.


[[Page 193]]


    Note 2: If more than one person shares voting power or if the 
instrument creating that voting power provides that such power shall be 
exercised by different persons depending on the nature of the corporate 
action involved, all persons entitled to exercise such power shall be 
deemed beneficial owners; Provided, however, that only one such 
beneficial owner need be designated among the beneficial owners to 
receive proxies or requests for voting instructions, other proxy 
soliciting material, information statements, and/or annual reports to 
security holders, if the person so designated assumes the obligation to 
disseminate, in a timely manner, such materials to the other beneficial 
owners.

    (3) The term registrant means:
    (i) The issuer of a class of securities registered pursuant to 
section 12 of the Act; or
    (ii) An investment company registered under the Investment Company 
Act of 1940.
    (b) Dissemination and beneficial owner information requirements. A 
bank shall comply with the following requirements for disseminating 
certain communications to beneficial owners and providing beneficial 
owner information to registrants.
    (1) The bank shall:
    (i) Respond, by first class mail or other equally prompt means, 
directly to the registrant, no later than one business day after the 
date it receives an inquiry made in accordance with Sec. 240.14a-13(a) 
or Sec. 240.14c-7(a) by indicating the name and address of each of its 
respondent banks that holds the registrant's securities on behalf of 
beneficial owners, if any; and
    (ii) Respond, by first class mail or other equally prompt means, 
directly to the registrant no later than seven business days after the 
date it receives an inquiry made in accordance with Sec. 240.14a-13(a) 
or Sec. 240.14c-7(a) by indicating, by means of a search card or 
otherwise:
    (A) The approximate number of customers of the bank who are 
beneficial owners of the registrant's securities that are held of record 
by the bank or its nominee;
    (B) If the registrant has indicated, pursuant to Sec. 240.14a-
13(a)(1)(ii)(A) or Sec. 240.14c-7(a)(1)(ii)(A), that it will distribute 
the annual report to security holders to beneficial owners of its 
securities whose names, addresses, and securities positions are 
disclosed pursuant to paragraphs (b)(4) (ii) and (iii) of this section:
    (1) With respect to customer accounts opened on or before December 
28, 1986, the number of beneficial owners of the registrant's securities 
who have affirmatively consented to disclosure of their names, 
addresses, and securities positions; and
    (2) With respect to customer accounts opened after December 28, 
1986, the number of beneficial owners of the registrant's securities who 
have not objected to disclosure of their names, addresses, and 
securities positions; and
    (C) The identity of its designated agent, if any, acting on its 
behalf in fulfilling its obligations under paragraphs (b)(4) (ii) and 
(iii) of this section;

Provided, however, that, if the bank or respondent bank has informed the 
registrant that a designated office(s) or department(s) is to receive 
such inquiries, receipt for purposes of paragraphs (b)(1) (i) and (ii) 
of this section shall mean receipt by such designated office(s) or 
department(s).
    (2) Where proxies are solicited, the bank shall, within five 
business days after the record date:
    (i) Execute an omnibus proxy, including a power of substitution, in 
favor of its respondent banks and forward such proxy to the registrant; 
and
    (ii) Furnish a notice to each respondent bank in whose favor an 
omnibus proxy has been executed that it has executed such a proxy, 
including a power of substitution, in its favor pursuant to paragraph 
(b)(2)(i) of this section.
    (3) Upon receipt of the proxy, other proxy soliciting material, 
information statement, and/or annual reports to security holders, the 
bank shall forward such materials to each beneficial owner on whose 
behalf it holds securities, no later than five business days after the 
date it receives such material and, where a proxy is solicited, the bank 
shall forward, with the other proxy soliciting material and/or the 
annual report, either:
    (i) A properly executed proxy:
    (A) Indicating the number of securities held for such beneficial 
owner;

[[Page 194]]

    (B) Bearing the beneficial owner's account number or other form of 
identification, together with instructions as to the procedures to vote 
the securities;
    (C) Briefly stating which other proxies, if any, are required to 
permit securities to be voted under the terms of the instrument creating 
that voting power or applicable state law; and
    (D) Being accompanied by an envelope addressed to the registrant or 
its agent, if not provided by the registrant; or
    (ii) A request for voting instructions (for which registrant's form 
of proxy may be used and which shall be voted by the record holder bank 
or respondent bank in accordance with the instructions received), 
together with an envelope addressed to the record holder bank or 
respondent bank.
    (4) The bank shall:
    (i) Respond, by first class mail or other equally prompt means, 
directly to the registrant no later than one business day after the date 
it receives an inquiry made in accordance with Sec. 240.14a-13(b)(1) or 
Sec. 240.14c-7(b)(1) by indicating the name and address of each of its 
respondent banks that holds the registrant's securities on behalf of 
beneficial owners, if any;
    (ii) Through its agent or directly, provide the registrant, upon the 
registrant's request, and within the time specified in paragraph 
(b)(4)(iii) of this section, with the names, addresses, and securities 
position, compiled as of a date specified in the registrant's request 
which is no earlier than five business days after the date the 
registrant's request is received, of:
    (A) With respect to customer accounts opened on or before December 
28, 1986, beneficial owners of the registrant's securities on whose 
behalf it holds securities who have consented affirmatively to 
disclosure of such information, subject to paragraph (b)(5) of this 
section; and
    (B) With respect to customer accounts opened after December 28, 
1986, beneficial owners of the registrant's securities on whose behalf 
it holds securities who have not objected to disclosure of such 
information;

Provided, however, that if the record holder bank or respondent bank has 
informed the registrant that a designated office(s) or department(s) is 
to receive such requests, receipt for purposes of paragraphs (b)(4) (i) 
and (ii) of this section shall mean receipt by such designated office(s) 
or department(s); and
    (iii) Through its agent or directly, transmit the data specified in 
paragraph (b)(4)(ii) of this section to the registrant no later than 
five business days after the date specified by the registrant.

    Note 1: Where a record holder bank or respondent bank employs a 
designated agent to act on its behalf in performing the obligations 
imposed on it by paragraphs (b)(4) (ii) and (iii) of this section, the 
five business day time period for determining the date as of which the 
beneficial owner information is to be compiled is calculated from the 
date the designated agent receives the registrant's request. In 
complying with the registrant's request for beneficial owner information 
under paragraphs (b)(4) (ii) and (iii) of this section, a record holder 
bank or respondent bank need only supply the registrant with the names, 
addresses and securities positions of affirmatively consenting and non-
objecting beneficial owners.

    Note 2: If a record holder bank or respondent bank receives a 
registrant's request less than five business days before the requested 
compilation date, it must provide a list compiled as of a date that is 
no more than five business days after receipt and transmit the list 
within five business days after the compilation date.

    (5) For customer accounts opened on or before December 28, 1986, 
unless the bank has made a good faith effort to obtain affirmative 
consent to disclosure of beneficial owner information pursuant to 
paragraph (b)(4)(ii) of this section, the bank shall provide such 
information as to beneficial owners who do not object to disclosure of 
such information. A good faith effort to obtain affirmative consent to 
disclosure of beneficial owner information shall include, but shall not 
be limited to, making an inquiry:
    (i) Phrased in neutral language, explaining the purpose of the 
disclosure and the limitations on the registrant's use thereof;
    (ii) Either in at least one mailing separate from other account 
mailings or in repeated mailings; and
    (iii) In a mailing that includes a return card, postage paid 
enclosure.

[[Page 195]]

    (c) Exceptions to dissemination and beneficial owner information 
requirements. The bank shall be subject to the following respect to its 
dissemination and beneficial owner requirements.
    (1) With regard to beneficial owners of exempt employee benefit plan 
securities, the bank shall not:
    (i) Include information in its response pursuant to paragraph (b)(1) 
of this section; or forward proxies (or in lieu thereof requests for 
voting instructions), proxy soliciting material, information statements, 
or annual reports to security holders pursuant to paragraph (b)(3) of 
this section to such beneficial owners; or
    (ii) Include in its response pursuant to paragraphs (b)(4) and 
(b)(5) of this section data concerning such beneficial owners.
    (2) The bank need not satisfy:
    (i) Its obligations under paragraphs (b)(2), (b)(3), and (b)(4) of 
this section if a registrant does not provide assurance of reimbursement 
of its reasonable expenses, both direct and indirect, incurred in 
connection with performing the obligations imposed by paragraphs (b)(2), 
(b)(3), and (b)(4) of this section; or
    (ii) Its obligation under paragraph (b)(3) of this section to 
forward annual reports to consenting and non-objecting beneficial owners 
identified pursuant to paragraphs (b)(4) (ii) and (iii) of this section 
if the registrant notifies the record holder bank or respondent bank, 
pursuant to Sec. 240.14a-13(c) or Sec. 240.14c-7(c), that the registrant 
will mail the annual report to beneficial owners whose names addresses 
and securities positions are disclosed pursuant to paragraphs (b)(4) 
(ii) and (iii) of this section.
    (3) For the purposes of determining the fees which may be charged to 
registrants pursuant to Sec. 240.14a-13(b)(5), Sec. 240.14c-7(a)(5), and 
paragraph (c)(2) of this section for performing obligations under 
paragraphs (b)(2), (b)(3), and (b)(4) of this section, an amount no 
greater than that permitted to be charged by brokers or dealers for 
reimbursement of their reasonable expenses, both direct and indirect, 
incurred in connection with performing the obligations imposed by 
paragraphs (b)(2) and (b)(3) of Sec. 240.14b-1, shall be deemed to be 
reasonable.

[57 FR 1100, Jan. 10, 1992]

  Regulation 14C: Distribution of Information Pursuant to Section 14(c)

                       ATTENTION ELECTRONIC FILERS

THIS REGULATION SHOULD BE READ IN CONJUNCTION WITH REGULATION S-T (PART 
232 OF THIS CHAPTER), WHICH GOVERNS THE PREPARATION AND SUBMISSION OF 
DOCUMENTS IN ELECTRONIC FORMAT. MANY PROVISIONS RELATING TO THE 
PREPARATION AND SUBMISSION OF DOCUMENTS IN PAPER FORMAT CONTAINED IN 
THIS REGULATION ARE SUPERSEDED BY THE PROVISIONS OF REGULATION S-T FOR 
DOCUMENTS REQUIRED TO BE FILED IN ELECTRONIC FORMAT.



Sec. 240.14c-1  Definitions.

    Unless the context otherwise requires, all terms used in this 
regulation have the same meanings as in the Act or elsewhere in the 
general rules and regulations thereunder. In addition, the following 
definitions apply unless the context otherwise requires:
    (a) Associate. The term ``associate,'' used to indicate a 
relationship with any person, means:
    (1) Any corporation or organization (other than the registrant or a 
majority owned subsidiary of the registrant) of which such person is an 
officer or partner or is, directly or indirectly, the beneficial owner 
of 10 percent or more of any class of equity securities;
    (2) Any trust or other estate in which such person has a substantial 
beneficial interest or as to which such person serves as trustee or in a 
similar fidiciary 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.
    (b) Employee benefit plan. For purposes of Sec. 240.14c-7, the term 
``employee benefit plan'' means any purchase, savings, option, bonus, 
appreciation, profit sharing, thrift, incentive, pension or similar plan 
primarily for employees, directors, trustees or officers.

[[Page 196]]

    (c) Entity that exercises fiduciary powers. The term ``entity that 
exercises fiduciary powers'' means any entity that holds securities in 
nominee name or otherwise on behalf of a beneficial owner but does not 
include a clearing agency registered pursuant to section 17A of the Act, 
or a broker or a dealer.
    (d) Exempt employee benefit plan securities. For purposes of 
Sec. 240.14c-7, the term ``exempt employee benefit plan securities'' 
means:
    (1) Securities of the registrant held by an employee benefit plan, 
as defined in paragraph (b) of this section, where such plan is 
established by the registrant; or
    (2) If notice regarding the current distribution of information 
statements has been given pursuant to Sec. 240.14c-7(a)(1)(ii)(C) or if 
notice regarding the current request for a list of names, addresses and 
securities positions of beneficial owners has been given pursuant to 
Sec. 240.14c-7(b)(3), securities of the registrant held by an employee 
benefit plan, as defined in paragraph (b) of this section, where such 
plan is established by an affiliate of the registrant.
    (e) Information statement. The term ``information statement'' means 
the statement required by Sec. 240.14c-2, whether or not contained in a 
single document.
    (f) Last fiscal year. The term ``last fiscal year'' of the 
registrant means the last fiscal year of the registrant ending prior to 
the date of the meeting with respect to which an information statement 
is required to be distributed, or if the information statement involves 
consents or authorizations in lieu of a meeting, the earliest date on 
which they may be used to effect corporate action.
    (g) 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.
    (h) Record date. The term ``record date'' means the date as of which 
the record holders of securities entitled to vote at a meeting or by 
written consent or authorization shall be determined.
    (i) Record holder. For purposes of Sec. 240.14c-7, the term ``record 
holder'' means any broker, dealer, voting trustee, bank, association or 
other entity that exercises fiduciary powers which holds securities of 
record in nominee name or otherwise or as a participant in a clearing 
agency registered pursuant to section 17A of the Act.
    (j) Registrant. The term ``registrant'' means:
    (1) The issuer of a class of securities registered pursuant to 
section 12 of the Act; or
    (2) An investment company registered under the Investment Company 
Act of 1940 that has made a public offering of its securities.
    (k) Respondent bank. For purposes of Sec. 240.14c-7, the term 
``respondent bank'' means any bank, association or other entity that 
exercises fiduciary powers which holds securities on behalf of 
beneficial owners and deposits such securities for safekeeping with 
another bank, association or other entity that exercises fiduciary 
powers.

[51 FR 44279, Dec. 9, 1986, as amended at 52 FR 23649, June 24, 1987; 53 
FR 16406, May 9, 1988; 57 FR 1101, Jan. 10, 1992]



Sec. 240.14c-2  Distribution of information statement.

    (a) In connection with every annual or other meeting of the holders 
of the class of securities registered pursuant to section 12 of the Act 
or of a class of securities issued by an investment company registered 
under the Investment Company Act of 1940 that has made a public offering 
of securities, including the taking of corporate action by the written 
authorization or consent of security holders, the registrant shall 
transmit a written information statement containing the information 
specified in Schedule 14C (Sec. 240.14c-101) or written information 
statements included in registration statements filed under the 
Securities Act of 1933 on Form S-4 or F-4 (Sec. 239.25 or Sec. 239.34 of 
this chapter) or Form N-14 (Sec. 239.23 of this chapter), and containing 
the information specified in such form, to every security holder of the 
class that is entitled to vote or give an authorization or consent in 
regard to any matter to be acted upon and from whom proxy

[[Page 197]]

authorization or consent is not solicited on behalf of the registrant 
pursuant to Section 14(a) of the Act, Provided however, That:
    (1) In the case of a class of securities in unregistered or bearer 
form, such statements need be transmitted only to those security holders 
whose names are known to the registrant, and
    (2) No such statements need to be transmitted to a security holder 
if a registrant would be excused from delivery of an annual report or a 
proxy statement under Rule 14a-3(e)(2) (Sec. 240.14a-3(e)(2)) if such 
section were applicable.
    (b) The information statement shall be sent or given at least 20 
calendar days prior to the meeting date or, in the case of corporate 
action taken pursuant to the consents or authorizations of security 
holders, at least 20 calendar days prior to the earliest date on which 
the corporate action may be taken.
    (c) If a transaction is a roll-up transaction as defined in Item 
901(c) of Regulation S-K (17 CFR 229.901(c)) and is registered (or 
authorized to be registered) on Form S-4 (17 CFR 229.25) or Form F-4 (17 
CFR 229.34), the information statement must be distributed to security 
holders no later than the lesser of 60 calendar days prior to the date 
on which the meeting of security holders is held or action is taken, or 
the maximum number of days permitted for giving notice under applicable 
state law.

[51 FR 42070, Nov. 20, 1986, as amended at 56 FR 57254, Nov. 8, 1991; 57 
FR 1102, Jan. 10, 1992; 57 FR 48295, Oct. 22, 1992]



Sec. 240.14c-3  Annual report to be furnished security holders.

    (a) If the information statement relates to an annual (or special 
meeting in lieu of the annual) meeting, or written consent in lieu of 
such meeting, of security holders at which directors of the registrant, 
other than an investment company registered under the Investment Company 
Act of 1940, are to be elected, it shall be accompanied or preceded by 
an annual report to security holders:
    (1) The annual report shall contain the information specified in 
paragraphs (b)(1) through (b)(11) of Rule 14a-3 (Sec. 240.14a-3 of this 
chapter.)
    (2) [Reserved]

    Note to Small Business Issuers--In responding to the disclosure 
items under paragraph (b) of Rule 14a-3, (Sec. 240.14a-3 of this 
chapter) a ``small business issuer,'' defined under Rule 12b-2 of the 
Exchange Act (Sec. 240.12b-2), shall refer to the disclosure items in 
Regulation S-B (Sec. 228.10--702 of this chapter) rather than Regulation 
S-K (Sec. 229.10--702 of this chapter). If there is no comparable 
disclosure item in Regulation S-B, a small business issuer need not 
provide the information requested. A small business issuer shall provide 
the information in Item 310(a) of Regulation S-B in lieu of the 
financial information required by Rule 14a-3(b)(1) (Sec. 240.14a-
3(b)(1)). Small business issuers using the transitional small business 
issuers disclosure format in the filing of their most recent annual 
report on Form 10-KSB (Sec. 249.310b of this chapter) need not provide 
the information required by paragraph (b) of Rule 14a-3. Rather, those 
small business issuers shall provide only the financial statements 
required to be filed in their most recent Form 10-KSB. The inclusion of 
additional information, including information required of non-
transitional small business issuers, in the annual report to security 
holders will not cause the issuer to be ineligible for the transitional 
disclosure forms.

    (b) Seven copies of the report sent to security holders pursuant to 
this rule shall be mailed to the Commission, solely for its information, 
not later than the date on which such report is first sent or given to 
security holders or the date on which preliminary copies, or definitive 
copies, if preliminary filing was not required, of the information 
statement are filed with the Commission pursuant to Rule 14c-5, 
whichever date is later. The report is not deemed to be ``filed'' with 
the Commission or subject to this regulation otherwise than as provided 
in this rule, or to the liabilities of section 18 of the Act, except to 
the extent that the registrant specifically requests that it be treated 
as a part of the information statement or incorporates it in the 
information statement or other filed report by reference.
    (c) A registrant will be considered to have delivered an annual 
report to all security holders of record who share an

[[Page 198]]

address if the requirements set forth in Sec. 240.14a-3(e)(1) are 
satisfied.

(Secs. 6, 7, 8, 10, 19(a), 48 Stat. 78, 79, 81, 85; secs. 12, 13, 14, 
15(d), 23(a), 48 Stat. 892, 894, 901; secs. 205, 209, 48 Stat. 906, 908; 
sec. 203(a), 49 Stat. 704; secs. 1, 3, 8, 49 Stat. 1375, 1377, 1379; 
sec. 301, 54 Stat. 857; secs. 8, 202, 68 Stat. 685, 686; secs. 3, 4, 5, 
6, 78 Stat. 565-568, 569, 570-574; sec. 1, 79 Stat. 1051; secs. 1, 2, 3, 
82 Stat. 454, 455; secs. 1, 2, 3-5, 28(c), 84 Stat. 1435, 1497; sec. 
105(b), 88 Stat. 1503; secs. 8, 9, 10, 11, 18, 89 Stat. 117, 118, 119, 
121, 155; 15 U.S.C. 77f, 77g, 77h, 77j, 77s(a), 78l, 78m, 78n, 78l(d), 
78w(a))

[39 FR 40770, Nov. 20, 1974, as amended at 45 FR 63647, Sept. 25, 1980; 
51 FR 42071, Nov. 20, 1986; 52 FR 48984, Dec. 29, 1987; 58 FR 26519, May 
4, 1993; 59 FR 52700, Oct. 19, 1994; 59 FR 67765, Dec. 30, 1994; 64 FR 
62547, Nov. 16, 1999]



Sec. 240.14c-4  Presentation of information in information statement.

    (a) The information included in the information statement shall be 
clearly presented and the statements made shall be divided into groups 
according to subject matter and the various groups of statements shall 
be preceded by appropriate headings. The order of items and sub-items in 
the schedule need not be followed. Where practicable and appropriate, 
the information shall be presented in tabular form. All amounts shall be 
stated in figures. Information required by more than one applicable item 
need not be repeated. No statement need be made in response to any item 
or sub-item which is inapplicable.
    (b) Any information required to be included in the information 
statement as to terms of securities or other subject matters which from 
a standpoint of practical necessity must be determined in the future may 
be stated in terms of present knowledge and intention. Subject to the 
foregoing, information which is not known to the registrant and which it 
is not reasonably within the power of the registrant to ascertain or 
procure may be omitted, if a brief statement of the circumstances 
rendering such information unavailable is made.
    (c) All printed information statements shall be in roman type at 
least as large and as legible as 10-point modern type except that to the 
extent necessary for convenient presentation, financial statements and 
other tabular data, but not the notes thereto, may be in roman type at 
least as large and as legible as 8-point modern type. All such type 
shall be leaded at least 2 points.
    (d) Where an information statement is delivered through an 
electronic medium, issuers may satisfy legibility requirements 
applicable to printed documents, such as type size and font, by 
presenting all required information in a format readily communicated to 
investors.

[31 FR 262, Jan. 8, 1966, as amended at 36 FR 8935, May 15, 1971; 51 FR 
42071, Nov. 20, 1986; 61 FR 24657, May 15, 1996]



Sec. 240.14c-5  Filing requirements.

    (a) Preliminary information statement. Five preliminary copies of 
the information statement shall be filed with the Commission at least 10 
calendar days prior to the date definitive copies of such statement are 
first sent or given to security holders, or such shorter period prior to 
that date as the Commission may authorize upon a showing of good cause 
therefor. In computing the 10-day period, the filing date of the 
preliminary copies is to be counted as the first day and the 11th day is 
the date on which definitive copies of the information statement may be 
mailed to security holders. A registrant, however, shall not file with 
the Commission a preliminary information statement if it relates to an 
annual (or special meeting in lieu of the annual) meeting, of security 
holders at which the only matters to be acted upon are:
    (1) The election of directors;
    (2) The election, approval or ratification of accountant(s);
    (3) A security holder proposal identified in the registrant's 
information statement pursuant to Item 4 of Schedule 14C (Sec. 240.14c-
101); and/or
    (4) The approval or ratification of a plan as defined in paragraph 
(a)(7)(ii) of Item 402 of Regulation S-K (Sec. 229.402(a)(7)(ii) of this 
chapter) or amendments to such a plan.

This exclusion from filing a preliminary information statement does not 
apply if the registrant comments upon or refers to a solicitation in 
opposition in connection with the meeting in its information statement.


[[Page 199]]


    Note 1: The filing of revised material does not recommence the ten 
day time period unless the revised material contains material revisions 
or material new proposal(s) that constitute a fundamental change in the 
information statement.
    Note 2: The officials responsible for the preparation of the 
information statement should make every effort to verify the accuracy 
and completeness of the information required by the applicable rules. 
The preliminary statement should be filed with the Commission at the 
earliest practicable date.
    Note 3: Solicitation in Opposition--For purposes of the exclusion 
from filing a preliminary information statement, a ``solicitation in 
opposition'' includes: (a) Any solicitation opposing a proposal 
supported by the registrant; and (b) any solicitation supporting a 
proposal that the registrant does not expressly support, other than a 
security holder proposal identified in the registrant's information 
statement pursuant to Item 4 of Schedule 14C (Sec. 240.14c-101 of this 
chapter). The identification of a security holder proposal in the 
registrant's information statement does not constitute a ``solicitation 
in opposition,'' even if the registrant opposes the proposal and/or 
includes a statement in opposition to the proposal.
    Note 4: A registrant that is filing an information statement in 
preliminary form only because the registrant has commented on or 
referred to an opposing solicitation should indicate that fact in a 
transmittal letter when filing the preliminary material with the 
Commission.

    (b) Definitive information statement. Eight definitive copies of the 
information statement, in the form in which it is furnished to security 
holders, must be filed with the Commission no later than the date the 
information statement is first sent or given to security holders. Three 
copies of these materials also must be filed with, or mailed for filing 
to, each national securities exchange on which the registrant has a 
class of securities listed and registered.
    (c) Release dates. All preliminary material filed pursuant to 
paragraph (a) of this section shall be accompanied by a statement of the 
date on which copies thereof filed pursuant to paragraph (b) of this 
section are intended to be released to security holders. All definitive 
material filed pursuant to paragraph (b) of this section shall be 
accompanied by a statement of the date on which copies of such material 
have been released to security holders or, if not released, the date on 
which copies thereof are intended to be released.
    (d)(1) Public availability of information. All copies of material 
filed pursuant to paragraph (a) of this section shall be clearly marked 
``Preliminary Copies,'' and shall be deemed immediately available for 
public inspection unless confidential treatment is obtained pursuant to 
paragraph (d)(2) of this section.
    (2) Confidential treatment. If action will be taken on any matter 
specified in Item 14 of Schedule 14A (Sec. 240.14a-101), all copies of 
the preliminary information statement filed under paragraph (a) of this 
section will be for the information of the Commission only and will not 
be deemed available for public inspection until filed with the 
Commission in definitive form so long as:
    (i) The information statement does not relate to a matter or 
proposal subject to Sec. 240.13e-3 or a roll-up transaction as defined 
in Item 901(c) of Regulation S-K (Sec. 229.901(c) of this chapter);
    (ii) Neither the parties to the transaction nor any persons 
authorized to act on their behalf have made any public communications 
relating to the transaction except for statements where the content is 
limited to the information specified in Sec. 230.135 of this chapter; 
and
    (iii) The materials are filed in paper and marked ``Confidential, 
For Use of the Commission Only''. In all cases, the materials may be 
disclosed to any department or agency of the United States Government 
and to the Congress, and the Commission may make any inquiries or 
investigation into the materials as may be necessary to conduct an 
adequate review by the Commission.

    Instruction to paragraph (d)(2): If communications are made publicly 
that go beyond the information specified in Sec. 230.135, the materials 
must be re-filed publicly with the Commission.

    (e) Revised information statements. Where any information statement 
filed pursuant to this section is amended or revised, two of the copies 
of such amended or revised material filed pursuant to this section shall 
be marked to indicate clearly and precisely the changes effected 
therein. If the amendment or revision alters the text of the material, 
the changes in such text

[[Page 200]]

shall be indicated by means of underscoring or in some other appropriate 
manner.
    (f) Merger material. Notwithstanding the foregoing provisions of 
this section, any information statement or other material included in a 
registration statement filed under the Securities Act of 1933 on Form N-
14, S-4, or F-4 (Sec. 239.23, Sec. 239.25 or Sec. 239.34 of this 
chapter) shall be deemed filed both for the purposes of that Act and for 
the purposes of this section, but separate copies of such material need 
not be furnished pursuant to this section, nor shall any fee be required 
under paragraph (a) of this section. However, any additional material 
used after the effective date of the registration statement on Form N-
14, S-4, or F-4 shall be filed in accordance with this section, unless 
separate copies of such material are required to be filed as an 
amendment of such registration statement.
    (g) Fees. At the time of filing a preliminary information statement 
regarding an acquisition, merger, spinoff, consolidation or proposed 
sale or other disposition of substantially all the assets of the 
company, the registrant shall pay the Commission a fee, no part of which 
shall be refunded, established in accordance with Sec. 240.0-11.
    (h) Cover page. Each information statement filed with the Commission 
shall include a cover page in the form set forth in Schedule 14C 
(Sec. 240.14c-101). The cover page required by this paragraph need not 
be distributed to security holders.

[51 FR 42071, Nov. 20, 1986, as amended at 52 FR 48984, Dec. 29, 1987; 
57 FR 48295, Oct. 22, 1992; 58 FR 14684, Mar. 18, 1993; 58 FR 69226, 
Dec. 30, 1993; 59 FR 67765, Dec. 30, 1994; 61 FR 49960, Sept. 24, 1996; 
64 FR 61459, Nov. 10, 1999]



Sec. 240.14c-6  False or misleading statements.

    (a) No information statement shall contain any statement which, at 
the time and in the light of the circumstances under which it is made, 
is false or misleading with respect to any material fact, or which omits 
to state any material fact necessary in order to make the statements 
therein not false or misleading or necessary to correct any statement in 
any earlier communication with respect to the same meeting or subject 
matter which has become false or misleading.
    (b) The fact that an information statement has been filed with or 
examined by the Commission shall not be deemed a finding by the 
Commission that such material is accurate or complete or not false or 
misleading, or that the Commission has passed upon the merits of or 
approved any statement contained therein or any matter to be acted upon 
by security holders. No representation contrary to the foregoing shall 
be made.

[31 FR 262, Jan. 8, 1966]



Sec. 240.14c-7  Providing copies of material for certain beneficial owners.

    (a) If the registrant knows that securities of any class entitled to 
vote at a meeting, or by written authorizations or consents if no 
meeting is held, are held of record by a broker, dealer, voting trustee, 
or bank, association, or other entity that exercises fiduciary powers in 
nominee name or otherwise, the registrant shall:
    (1) By first class mail or other equally prompt means:
    (i) Inquire of each such record holder:
    (A) Whether other persons are the beneficial owners of such 
securities and, if so, the number of copies of the information statement 
necessary to supply such material to such beneficial owners;
    (B) In the case of an annual (or special meeting in lieu of the 
annual) meeting, or written consents in lieu of such meeting, at which 
directors are to be elected, the number of copies of the annual report 
to security holders, necessary to supply such report to such beneficial 
owners for whom proxy material has not been and is not to be made 
available and to whom such reports are to be distributed by such record 
holder or its nominee and not by the registrant;
    (C) If the record holder or respondent bank has an obligation under 
Sec. 240.14b-1(b)(3) or Sec. 240.14b-2(b)(4) (ii) and (iii), whether an 
agent has been designated to act on its behalf in fulfilling such 
obligation, and, if so, the name and address of such agent; and
    (D) Whether it holds the registrant's securities on behalf of any 
respondent

[[Page 201]]

bank and, if so, the name and address of each such respondent bank; and
    (ii) Indicate to each such record holder:
    (A) Whether the registrant pursuant to paragraph (c) of this 
section, intends to distribute the annual report to security holders to 
beneficial owners of its securities whose names, addresses and 
securities positions are disclosed pursuant to Sec. 240.14b-1(b)(3) and 
Sec. 240.14b-2(b)(4) (ii) and (iii);
    (B) The record date; and
    (C) At the option of the registrant, any employee benefit plan 
established by an affiliate of the registrant that holds securities of 
the registrant that the registrant elects to treat as exempt employee 
benefit plan securities;
    (2) Upon receipt of a record holder's or respondent bank's response 
indicating, pursuant to Sec. 240.14b-2(a)(1), the names and addresses of 
its respondent banks, within one business day after the date such 
response is received, make an inquiry of and give notification to each 
such respondent bank in the same manner required by paragraph (a)(1) of 
this section; Provided, however, the inquiry required by paragraphs 
(a)(1) and (a)(2) of this section shall not cover beneficial owners of 
exempt employee benefit plan securities;
    (3) Make the inquiry required by paragraph (a)(1) of this section on 
the earlier of:
    (i) At least 20 business days prior to the record date of the 
meeting of security holders or the record date of written consents in 
lieu of a meeting; or
    (ii) At least 20 business days prior to the date the information 
statement is required to be sent or given pursuant to Sec. 240.14c-2(b);

Provided, however, That, if a record holder or respondent bank has 
informed the registrant that a designated office(s) or department(s) is 
to receive such inquiries, the inquiry shall be made to such designated 
office(s) or department(s);

    (4) Supply, in a timely manner, each record holder and respondent 
bank of whom the inquiries required by paragraphs (a)(1) and (a)(2) of 
this section are made with copies of the information statement and/or 
the annual report to security holders, in such quantities, assembled in 
such form and at such place(s), as the record holder or respondent bank 
may reasonably request in order to send such material to each beneficial 
owner of securities who is to be furnished with such material by the 
record holder or respondent bank; and
    (5) Upon the request of any record holder or respondent bank that is 
supplied with information statements and/or annual reports to security 
holders pursuant to paragraph (a)(3) of this section, pay its reasonable 
expenses for completing the mailing of such material to beneficial 
owners.

    Note 1: If the registrant's list of security holders indicates that 
some of its securities are registered in the name of a clearing agency 
registered pursuant to section 17A of the Act (e.g., ``Cede & Co.,'' 
nominee for the Depository Trust Company), the registrant shall make 
appropriate inquiry of the clearing agency and thereafter of the 
participants in such clearing agency who may hold on behalf of a 
beneficial owner or respondent bank, and shall comply with the above 
paragraph with respect to any such participant (see Sec. 240.14c-1 (h)).

    Note 2: The attention of registrants is called to the fact that each 
broker, dealer, bank, association, and other entity that exercises 
fiduciary powers has an obligation pursuant to Sec. 240.14b-1 and 
Sec. 240.14b-2 (except as provided therein with respect to exempt 
employee benefit plan securities held in nominee name) and, with respect 
to brokers and dealers, applicable self-regulatory organization 
requirements to obtain and forward, within the time periods prescribed 
therein, (a) information statements to beneficial owners on whose behalf 
it holds securities, and (b) annual reports to security holders to 
beneficial owners on whose behalf it holds securities, unless the 
registrant has notified the record holder or respondent bank that it has 
assumed responsibility to mail such material to beneficial owners whose 
names, addresses, and securities positions are disclosed pursuant to 
Sec. 240.14b-1(b)(3) and Sec. 240.14b-2(b)(4) (ii) and (iii).

    Note 3: The attention of registrants is called to the fact that 
registrants have an obligation, pursuant to paragraph (d) of this 
section, to cause information statements and annual reports to security 
holders to be furnished, in accordance with Sec. 240.14c-2, to 
beneficial owners of exempt employee benefit plan securities.

    (b) Any registrant requesting pursuant to Sec. 240.14b-1(b)(3) and 
Sec. 240.14b-

[[Page 202]]

2(b)(4) (ii) and (iii) a list of names, addresses and securities 
positions of beneficial owners of its securities who either have 
consented or have not objected to disclosure of such information shall:
    (1) By first class mail or other equally prompt means, inquire of 
each record holder and each respondent bank identified to the registrant 
pursuant to Sec. 240.14b-2(e)(1) whether such record holder or 
respondent bank holds the registrant's securities on behalf of any 
respondent banks and, if so, the name and address of each such 
respondent bank;
    (2) Request such list be compiled as of a date no earlier than five 
business days after the date the registant's request is received by the 
record holder or respondent bank; Provided, however, That if the record 
holder or respondent bank has informed the registrant that a designated 
office(s) or department(s) is to receive such requests, the request 
shall be made to such designated office(s) or department(s);
    (3) Make such request to the following persons that hold the 
registrant's securities on behalf of beneficial owners: all brokers, 
dealers, banks, associations and other entities that exercise fiduciary 
powers; Provided, however, such request shall not cover beneficial 
owners of exempt employee benefit plan securities as defined in 
Sec. 240.14a-1(d)(1); and, at the option of the registrant, such request 
may give notice of any employee benefit plan established by an affiliate 
of the registrant that holds securities of the registrant that the 
registrant elects to treat as exempt employee benefit plan securities;
    (4) Use the information furnished in response to such request 
exclusively for purposes of corporate communications; and
    (5) Upon the request of any record holder or respondent bank to whom 
such request is made, pay the reasonable expenses, both direct and 
indirect, of providing beneficial owner information.
    Note:  A registrant will be deemed to have satisfied its obligations 
under paragraph (b) of this section by requesting consenting and non-
objecting beneficial owner lists from a designated agent acting on 
behalf of the record holder or respondent bank and paying to that 
designated agent the reasonable expenses of providing the beneficial 
owner information.
    (c) A registrant, at its option, may send by mail or other equally 
prompt means, its annual report to security holders to the beneficial 
owners whose identifying information is provided by record holders and 
respondent banks, pursuant to Sec. 240.14b-1(b)(3) and Sec. 240.14b-
2(b)(4) (ii) and (iii), provided that such registrant notifies the 
record holders and respondent banks at the time it makes the inquiry 
required by paragraph (a) of this section that the registrant will send 
the annual report to security holders to the beneficial owners so 
identified.
    (d) If a registrant furnishes information statements to record 
holders and respondent banks who hold securities on behalf of beneficial 
owners, the registrant shall cause information statements and annual 
reports to security holders to be furnished, in accordance with 
Sec. 240.14c-2, to beneficial owners of exempt employee benefit plan 
securities.

[51 FR 44280, Dec. 9, 1986, as amended at 52 FR 23649, June 24, 1987; 53 
FR 16406, May 9, 1988; 57 FR 1102, Jan. 10, 1992; 61 FR 24657, May 15, 
1996; 64 FR 62547, Nov. 16, 1999]



Sec. 240.14c-101  Schedule 14C. Information required in information statement.

                        Schedule 14C Information

   Information Statement Pursuant to Section 14(c) of the Securities 
                          Exchange Act of 1934

                           (Amendment No.    )

Check the appropriate box:
[  ]  Preliminary Information Statement
[  ]  Confidential, for Use of the Commission Only (as permitted by Rule 
          14c-5(d)(2))
[  ]  Definitive Information Statement
_______________________________________________________________________
(Name of Registrant As Specified In Its Charter)
Payment of Filing Fee (Check the appropriate box):
[  ]  No fee required
[  ]  Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-
          11
    (1) Title of each class of securities to which transaction applies:
_______________________________________________________________________
    (2) Aggregate number of securities to which transaction applies:
_______________________________________________________________________

[[Page 203]]

    (3) Per unit price or other underlying value of transaction computed 
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the 
filing fee is calculated and state how it was determined):
_______________________________________________________________________
    (4) Proposed maximum aggregate value of transaction:
_______________________________________________________________________
    (5) Total fee paid:
_______________________________________________________________________
[  ]  Fee paid previously with preliminary materials.
[  ]  Check box if any part of the fee is offset as provided by Exchange 
          Act Rule 0-11(a)(2) and identify the filing for which the 
          offsetting fee was paid previously. Identify the previous 
          filing by registration statement number, or the Form or 
          Schedule and the date of its filing.
    (1) Amount Previously Paid:
_______________________________________________________________________
    (2) Form, Schedule or Registration Statement No.:
_______________________________________________________________________
    (3) Filing Party:
_______________________________________________________________________
    (4) Date Filed:
_______________________________________________________________________

                                  Note

    Note:  Where any item, other than Item 4, calls for information with 
respect to any matter to be acted upon at the meeting or, if no meeting 
is being held, by written authorization or consent, such item need be 
answered only with respect to proposals to be made by the registrant. 
Registrants and acquirees that meet the definition of ``small business 
issuer'' under Rule 12b-2 of the Exchange Act (Sec. 240.12b-2) shall 
refer to the disclosure items in Regulation S-B (Sec. 228.10 et seq. of 
this chapter) and not Regulation S-K (Sec. 229.10 et seq. of this 
chapter). If there is no comparable disclosure item in Regulation S-B, 
small business issuers need not provide the information requested. Small 
business issuers shall provide the financial information in Item 310 of 
Regulation S-B in lieu of any financial statements required by Item 1 of 
Sec. 240.14c-101.
    Item 1. Information required by Items of Schedule 14A (17 CFR 
240.14a-101). Furnish the information called for by all of the items of 
Schedule 14A of Regulation 14A (17 CFR 240.14a-101) (other than Items 
1(c). 2, 4 and 5 thereof) which would be applicable to any matter to be 
acted upon at the meeting if proxies were to be solicited in connection 
with the meeting. Notes A, C, D, and E to Schedule 14A are also 
applicable to Schedule 14C.
    Item 2. Statement that proxies are not solicited. The following 
statement shall be set forth on the first page of the information 
statement in bold-face type:

We Are Not Asking You for a Proxy and You are Requested Not To Send Us a 
                                  Proxy

    Item 3. Interest of certain persons in or opposition to matters to 
be acted upon. (a) Describe briefly any substantial interest, direct or 
indirect, by security holdings or otherwise, of each of the following 
persons in any matter to be acted upon, other than elections to office:
    (1) Each person who has been a director or officer of the registrant 
at any time since the beginning of the last fiscal year;
    (2) Each nominee for election as a director of the registrant;
    (3) Each associate of any of the foregoing persons.
    (b) Give the name of any director of the registrant who has informed 
the registrant in writing that he intends to oppose any action to be 
taken by the registrant at the meeting and indicate the action which he 
intends to oppose.
    Item 4. Proposals by security holders. If any security holder 
entitled to vote at the meeting or by written authorization or consent 
has submitted to the registrant a reasonable time before the information 
statement is to be transmitted to security holders a proposal, other 
than elections to office, which is accompanied by notice of his 
intention to present the proposal for action at the meeting the 
registrant shall, if a meeting is held, make a statement to that effect, 
identify the proposal and indicate the disposition proposed to be made 
of the proposal by the registrant at the meeting.
    Instructions. 1. This item need not be answered as to any proposal 
submitted with respect to an annual meeting if such proposal is 
submitted less than 60 days in advance of a day corresponding to the 
date of mailing a proxy statement or information statement in connection 
with the last annual meeting of security holders.
    2. If the registrant intends to rule a proposal out of order, the 
Commission shall be so advised 20 calendar days prior to the date the 
definitive copies of the information statement are filed with the 
Commission, together with a statement of the reasons why the proposal is 
not deemed to be a proper subject for action by security holders.

[51 FR 42072, Nov. 20, 1986, as amended at 52 FR 48984, Dec. 29, 1987; 
57 FR 36495, Aug. 13, 1992; 58 FR 14684, Mar. 18, 1993; 59 FR 67765, 
Dec. 30, 1994; 61 FR 49960, Sept. 24, 1996]

                             Regulation 14D

                       ATTENTION ELECTRONIC FILERS

THIS REGULATION SHOULD BE READ IN CONJUNCTION WITH REGULATION S-T (PART 
232 OF THIS CHAPTER), WHICH GOVERNS THE PREPARATION AND SUBMISSION OF 
DOCUMENTS IN ELECTRONIC

[[Page 204]]

FORMAT. MANY PROVISIONS RELATING TO THE PREPARATION AND SUBMISSION OF 
DOCUMENTS IN PAPER FORMAT CONTAINED IN THIS REGULATION ARE SUPERSEDED BY 
THE PROVISIONS OF REGULATION S-T FOR DOCUMENTS REQUIRED TO BE FILED IN 
ELECTRONIC FORMAT.



Sec. 240.14d-1  Scope of and definitions applicable to Regulations 14D and 14E.

    (a) Scope. Regulation 14D (Secs. 240.14d-1 through 240.14d-101) 
shall apply to any tender offer which is subject to section 14(d)(1) of 
the Act, including, but not limited to, any tender offer for securities 
of a class described in that section which is made by an affiliate of 
the issuer of such class. Regulation 14E (Secs. 240.14e-1 and 240.14e-2) 
shall apply to any tender offer for securities (other than exempted 
securities) unless otherwise noted therein.
    (b) The requirements imposed by sections 14(d)(1) through 14(d)(7) 
of the Act, Regulation 14D and Schedules TO and 14D-9 thereunder, and 
Rule 14e-1 of Regulation 14E under the Act, shall be deemed satisfied 
with respect to any tender offer, including any exchange offer, for the 
securities of an issuer incorporated or organized under the laws of 
Canada or any Canadian province or territory, if such issuer is a 
foreign private issuer and is not an investment company registered or 
required to be registered under the Investment Company Act of 1940, if 
less than 40 percent of the class of securities outstanding that is the 
subject of the tender offer is held by U.S. holders, and the tender 
offer is subject to, and the bidder complies with, the laws, regulations 
and policies of Canada and/or any of its provinces or territories 
governing the conduct of the offer (unless the bidder has received an 
exemption(s) from, and the tender offer does not comply with, 
requirements that otherwise would be prescribed by Regulation 14D or 
14E), provided that:
    (1) In the case of tender offers subject to section 14(d)(1) of the 
Act, where the consideration for a tender offer subject to this section 
consists solely of cash, the entire disclosure document or documents 
required to be furnished to holders of the class of securities to be 
acquired shall be filed with the Commission on Schedule 14D-1F 
(Sec. 240.14d-102) and disseminated to shareholders of the subject 
company residing in the United States in accordance with such Canadian 
laws, regulations and policies; or
    (2) Where the consideration for a tender offer subject to this 
section includes securities of the bidder to be issued pursuant to the 
offer, any registration statement and/or prospectus relating thereto 
shall be filed with the Commission along with the Schedule 14D-1F 
referred to in paragraph (b)(1) of this section, and shall be 
disseminated, together with the home jurisdiction document(s) 
accompanying such Schedule, to shareholders of the subject company 
residing in the United States in accordance with such Canadian laws, 
regulations and policies.

    Notes: 1. For purposes of any tender offer, including any exchange 
offer, otherwise eligible to proceed in accordance with Rule 14d-1(b) 
under the Act, the issuer of the subject securities will be presumed to 
be a foreign private issuer and U.S. holders will be presumed to hold 
less than 40 percent of such outstanding securities, unless (a) the 
aggregate trading volume of that class on national securities exchanges 
in the United States and on NASDAQ exceeded its aggregate trading volume 
on securities exchanges in Canada and on the Canadian Dealing Network, 
Inc. (``CDN'') over the 12 calendar month period prior to commencement 
of this offer, or if commenced in response to a prior offer, over the 12 
calendar month period prior to the commencement of the initial offer 
(based on volume figures published by such exchanges and NASDAQ and 
CDN); (b) the most recent annual report or annual information form filed 
or submitted by the issuer with securities regulators of Ontario, 
Quebec, British Columbia or Alberta (or, if the issuer of the subject 
securities is not a reporting issuer in any of such provinces, with any 
other Canadian securities regulator) or with the Commission indicates 
that U.S. holders hold 40 percent or more of the outstanding subject 
class of securities; or (c) the offeror has actual knowledge that the 
level of U.S. ownership equals or exceeds 40 percent of such securities.
    2. Notwithstanding the grant of an exemption from one or more of the 
applicable Canadian regulatory provisions imposing requirements that 
otherwise would be prescribed by Regulation 14D or 14E, the tender offer 
will be eligible to proceed in accordance with the requirements of this 
section if the

[[Page 205]]

Commission by order determines that the applicable Canadian regulatory 
provisions are adequate to protect the interest of investors.

    (c) Tier I. Any tender offer for the securities of a foreign private 
issuer as defined in Sec. 240.3b-4 is exempt from the requirements of 
sections 14(d)(1) through 14(d)(7) of the Act (15 U.S.C. 78n(d)(1) 
through 78n(d)(7)), Regulation 14D (Secs. 240.14d-1 through 240.14d-10) 
and Schedules TO (Sec. 240.14d-100) and 14D-9 (Sec. 240.14d-101) 
thereunder, and Sec. 240.14e-1 and Sec. 240.14e-2 of Regulation 14E 
under the Act if the following conditions are satisfied:
    (1) U.S. ownership limitation. Except in the case of a tender offer 
which is commenced during the pendency of a tender offer made by a prior 
bidder in reliance on this paragraph or Sec. 240.13e-4(h)(8), U.S. 
holders do not hold more than 10 percent of the class of securities 
sought in the offer (as determined under Instruction 2 to paragraphs (c) 
and (d) of this section).
    (2) Equal treatment. The bidder must permit U.S. holders to 
participate in the offer on terms at least as favorable as those offered 
any other holder of the same class of securities that is the subject of 
the tender offer; however:
    (i) Registered exchange offers. If the bidder offers securities 
registered under the Securities Act of 1933 (15 U.S.C. 77a et seq.), the 
bidder need not extend the offer to security holders in those states or 
jurisdictions that prohibit the offer or sale of the securities after 
the bidder has made a good faith effort to register or qualify the offer 
and sale of securities in that state or jurisdiction, except that the 
bidder must offer the same cash alternative to security holders in any 
such state or jurisdiction that it has offered to security holders in 
any other state or jurisdiction.
    (ii) Exempt exchange offers. If the bidder offers securities exempt 
from registration under Sec. 230.802 of this chapter, the bidder need 
not extend the offer to security holders in those states or 
jurisdictions that require registration or qualification, except that 
the bidder must offer the same cash alternative to security holders in 
any such state or jurisdiction that it has offered to security holders 
in any other state or jurisdiction.
    (iii) Cash only consideration. The bidder may offer U.S. holders 
only a cash consideration for the tender of the subject securities, 
notwithstanding the fact that the bidder is offering security holders 
outside the United States a consideration that consists in whole or in 
part of securities of the bidder, so long as the bidder has a reasonable 
basis for believing that the amount of cash is substantially equivalent 
to the value of the consideration offered to non-U.S. holders, and 
either of the following conditions are satisfied:
    (A) The offered security is a ``margin security'' within the meaning 
of Regulation T (12 CFR 220.2) and the issuer undertakes to provide, 
upon the request of any U.S. holder or the Commission staff, the closing 
price and daily trading volume of the security on the principal trading 
market for the security as of the last trading day of each of the six 
months preceding the announcement of the offer and each of the trading 
days thereafter; or
    (B) If the offered security is not a ``margin security'' within the 
meaning of Regulation T (12 CFR 220.2) the issuer undertakes to provide, 
upon the request of any U.S. holder or the Commission staff, an opinion 
of an independent expert stating that the cash consideration offered to 
U.S. holders is substantially equivalent to the value of the 
consideration offered security holders outside the United States.
    (iv) Disparate tax treatment. If the bidder offers loan notes solely 
to offer sellers tax advantages not available in the United States and 
these notes are neither listed on any organized securities market nor 
registered under the Securities Act of 1933 (15 U.S.C. 77a et seq.), the 
loan notes need not be offered to U.S. holders.
    (3) Informational documents. (i) The bidder must disseminate any 
informational document to U.S. holders, including any amendments 
thereto, in English, on a comparable basis to that provided to security 
holders in the home jurisdiction.
    (ii) If the bidder disseminates by publication in its home 
jurisdiction, the bidder must publish the information in the United 
States in a manner reasonably calculated to inform U.S. holders of the 
offer.

[[Page 206]]

    (iii) In the case of tender offers for securities described in 
section 14(d)(1) of the Act (15 U.S.C. 78n(d)(1)), if the bidder 
publishes or otherwise disseminates an informational document to the 
holders of the securities in connection with the tender offer, the 
bidder must furnish that informational document, including any 
amendments thereto, in English, to the Commission on Form CB 
(Sec. 249.480 of this chapter) by the first business day after 
publication or dissemination. If the bidder is a foreign company, it 
must also file a Form F-X (Sec. 239.42 of this chapter) with the 
Commission at the same time as the submission of Form CB to appoint an 
agent for service in the United States.
    (4) Investment companies. The issuer of the securities that are the 
subject of the tender offer is not an investment company registered or 
required to be registered under the Investment Company Act of 1940 (15 
U.S.C. 80a-1 et seq.), other than a registered closed-end investment 
company.
    (d) Tier II. A person conducting a tender offer (including any 
exchange offer) that meets the conditions in paragraph (d)(1) of this 
section shall be entitled to the exemptive relief specified in paragraph 
(d)(2) of this section provided that such tender offer complies with all 
the requirements of this section other than those for which an exemption 
has been specifically provided in paragraph (d)(2) of this section:
    (1) Conditions. (i) The subject company is a foreign private issuer 
as defined in Sec. 240.3b-4 and is not an investment company registered 
or required to be registered under the Investment Company Act of 1940 
(15 U.S.C. 80a-1 et seq.), other than a registered closed-end investment 
company;
    (ii) Except in the case of a tender offer which is commenced during 
the pendency of a tender offer made by a prior bidder in reliance on 
this paragraph or Sec. 240.13e-4(i), U.S. holders do not hold more than 
40 percent of the class of securities sought in the offer (as determined 
under Instruction 2 to paragraphs (c) and (d) of this section); and
    (iii) The bidder complies with all applicable U.S. tender offer laws 
and regulations, other than those for which an exemption has been 
provided for in paragraph (d)(2) of this section.
    (2) Exemptions--(i) Equal treatment--loan notes. If the bidder 
offers loan notes solely to offer sellers tax advantages not available 
in the United States and these notes are neither listed on any organized 
securities market nor registered under the Securities Act of 1933 (15 
U.S.C. 77a et seq.), the loan notes need not be offered to U.S. holders, 
notwithstanding Sec. 240.14d-10.
    (ii) Equal treatment--separate U.S. and foreign offers. 
Notwithstanding the provisions of Sec. 240.14d-10, a bidder conducting a 
tender offer meeting the conditions of paragraph (d)(1) of this section 
may separate the offer into two offers: one offer made only to U.S. 
holders and another offer made only to non-U.S. holders. The offer to 
U.S. holders must be made on terms at least as favorable as those 
offered any other holder of the same class of securities that is the 
subject of the tender offers.
    (iii) Notice of extensions. Notice of extensions made in accordance 
with the requirements of the home jurisdiction law or practice will 
satisfy the requirements of Sec. 240.14e-1(d).
    (iv) Prompt payment. Payment made in accordance with the 
requirements of the home jurisdiction law or practice will satisfy the 
requirements of Sec. 240.14e-1(c).
    (v) Subsequent offering period/Withdrawal rights. A bidder will 
satisfy the announcement and prompt payment requirements of 
Sec. 240.14d-11(d), if the bidder announces the results of the tender 
offer, including the approximate number of securities deposited to date, 
and pays for tendered securities in accordance with the requirements of 
the home jurisdiction law or practice and the subsequent offering period 
commences immediately following such announcement. Notwithstanding 
section 14(d)(5) of the Act (15 U.S.C. 78n(d)(5)), the bidder need not 
extend withdrawal rights following the close of the offer and prior to 
the commencement of the subsequent offering period.

    Instructions to paragraphs (c) and (d):
    1. Home jurisdiction means both the jurisdiction of the subject 
company's incorporation, organization or chartering and the principal 
foreign market where the subject company's securities are listed or 
quoted.

[[Page 207]]

    2. U.S. holder means any security holder resident in the United 
States. Except as otherwise provided in Instruction 3 below, to 
determine the percentage of outstanding securities held by U.S. holders:
    i. Calculate the U.S. ownership as of 30 days before the 
commencement of the tender offer;
    ii. Include securities underlying American Depositary Shares 
convertible or exchangeable into the securities that are the subject of 
the tender offer when calculating the number of subject securities 
outstanding, as well as the number held by U.S. holders. Exclude from 
the calculations other types of securities that are convertible or 
exchangeable into the securities that are the subject of the tender 
offer, such as warrants, options and convertible securities. Exclude 
from those calculations securities held by persons who hold more than 10 
percent of the subject securities, or that are held by the bidder;
    iii. Use the method of calculating record ownership in Rule 12g3-
2(a) under the Act (Sec. 240.12g3-2(a) of this chapter), except that 
your inquiry as to the amount of securities represented by accounts of 
customers resident in the United States may be limited to brokers, 
dealers, banks and other nominees located in the United States, the 
subject company's jurisdiction of incorporation or that of each 
participant in a business combination, and the jurisdiction that is the 
primary trading market for the subject securities, if different than the 
subject company's jurisdiction of incorporation;
    iv. If, after reasonable inquiry, you are unable to obtain 
information about the amount of securities represented by accounts of 
customers resident in the United States, you may assume, for purposes of 
this definition, that the customers are residents of the jurisdiction in 
which the nominee has its principal place of business; and
    v. Count securities as beneficially owned by residents of the United 
States as reported on reports of beneficial ownership that are provided 
to you or publicly filed and based on information otherwise provided to 
you.
    3. In a tender offer by a bidder other than an affiliate of the 
issuer of the subject securities, the issuer of the subject securities 
will be presumed to be a foreign private issuer and U.S. holders will be 
presumed to hold 10 percent or less (40 percent or less in the case of 
14d-1(d)) of such outstanding securities, unless:
    i. The tender offer is made pursuant to an agreement with the issuer 
of the subject securities;
    ii. The aggregate trading volume of the subject class of securities 
on all national securities exchanges in the United States, on the Nasdaq 
market, or on the OTC market, as reported to the NASD, over the 12-
calendar-month period ending 30 days before commencement of the offer, 
exceeds 10 percent (40 percent in the case of 14d-1(d)) of the worldwide 
aggregate trading volume of that class of securities over the same 
period;
    iii. The most recent annual report or annual information filed or 
submitted by the issuer with securities regulators of the home 
jurisdiction or with the Commission indicates that U.S. holders hold 
more than 10 percent (40 percent in the case of 14d-1(d)) of the 
outstanding subject class of securities; or
    iv. The bidder knows or has reason to know that the level of U.S. 
ownership exceeds 10 percent (40 percent in the case of 14d-1(d)) of 
such securities.
    4. United States. United States means the United States of America, 
its territories and possessions, any State of the United States, and the 
District of Columbia.
    5. The exemptions provided by paragraphs (c) and (d) of this section 
are not available for any securities transaction or series of 
transactions that technically complies with paragraph (c) or (d) of this 
section but are part of a plan or scheme to evade the provisions of 
Regulations 14D or 14E.
    (e) Notwithstanding paragraph (a) of this section, the requirements 
imposed by sections 14(d)(1) through 14(d)(7) of the Act [15 U.S.C. 
78n(d)(1) through 78n(d)(7)], Regulation 14D promulgated thereunder 
(Secs. 240.14d-1 through 240.14d-10), and Secs. 240.14e-1 and 240.14e-2 
shall not apply by virtue of the fact that a bidder for the securities 
of a foreign private issuer, as defined in Sec. 240.3b-4, the subject 
company of such a tender offer, their representatives, or any other 
person specified in Sec. 240.14d-9(d), provides any journalist with 
access to its press conferences held outside of the United States, to 
meetings with its representatives conducted outside of the United 
States, or to written press-related materials released outside the 
United States, at or in which a present or proposed tender offer is 
discussed, if:
    (1) Access is provided to both U.S. and foreign journalists; and
    (2) With respect to any written press-related materials released by 
the bidder or its representatives that discuss a present or proposed 
tender offer for equity securities registered under Section 12 of the 
Act [15 U.S.C. 78l], the written press-related materials must state that 
these written press-related materials are not an extension of a tender 
offer in the United States for a class of equity securities of the 
subject company. If the bidder intends to extend the tender offer in the 
United

[[Page 208]]

States at some future time, a statement regarding this intention, and 
that the procedural and filing requirements of the Williams Act will be 
satisfied at that time, also must be included in these written press-
related materials. No means to tender securities, or coupons that could 
be returned to indicate interest in the tender offer, may be provided as 
part of, or attached to, these written press-related materials.
    (f) For the purpose of Sec. 240.14d-1(e), a bidder may presume that 
a target company qualifies as a foreign private issuer if the target 
company is a foreign issuer and files registration statements or reports 
on the disclosure forms specifically designated for foreign private 
issuers, claims the exemption from registration under the Act pursuant 
to Sec. 240.12g3-2(b), or is not reporting in the United States.
    (g) Definitions. Unless the context otherwise requires, all terms 
used in Regulation 14D and Regulation 14E have the same meaning as in 
the Act and in Rule 12b-2 (Sec. 240.12b-2) promulgated thereunder. In 
addition, for purposes of sections 14(d) and 14(e) of the Act and 
Regulations 14D and 14E, the following definitions apply:
    (1) The term beneficial owner shall have the same meaning as that 
set forth in Rule 13d-3: Provided, however, That, except with respect to 
Rule 14d-3, Rule 14d-9(d), the term shall not include a person who does 
not have or share investment power or who is deemed to be a beneficial 
owner by virtue of Rule 13d-3(d)(1) (Sec. 240.13d-3(d)(1));
    (2) The term bidder means any person who makes a tender offer or on 
whose behalf a tender offer is made: Provided, however, That the term 
does not include an issuer which makes a tender offer for securities of 
any class of which it is the issuer;
    (3) The term business day means any day, other than Saturday, Sunday 
or a federal holiday, and shall consist of the time period from 12:01 
a.m. through 12:00 midnight Eastern time. In computing any time period 
under section 14(d)(5) or section 14(d)(6) of the Act or under 
Regulation 14D or Regulation 14E, the date of the event which begins the 
running of such time period shall be included except that if such event 
occurs on other than a business day such period shall begin to run on 
and shall include the first business day thereafter; and
    (4) The term initial offering period means the period from the time 
the offer commences until all minimum time periods, including 
extensions, required by Regulations 14D (Secs. 240.14d-1 through 
240.14d-103) and 14E (Secs. 240.14e-1 through 240.14e-8) have been 
satisfied and all conditions to the offer have been satisfied or waived 
within these time periods.
    (5) The term security holders means holders of record and beneficial 
owners of securities which are the subject of a tender offer;
    (6) The term security position listing means, with respect to 
securities of any issuer held by a registered clearing agency in the 
name of the clearing agency or its nominee, a list of those participants 
in the clearing agency on whose behalf the clearing agency holds the 
issuer's securities and of the participants' respective positions in 
such securities as of a specified date.
    (7) The term subject company means any issuer of securities which 
are sought by a bidder pursuant to a tender offer;
    (8) The term subsequent offering period means the period immediately 
following the initial offering period meeting the conditions specified 
in Sec. 240.14d-11.
    (9) The term tender offer material means:
    (i) The bidder's formal offer, including all the material terms and 
conditions of the tender offer and all amendments thereto;
    (ii) The related transmittal letter (whereby securities of the 
subject company which are sought in the tender offer may be transmitted 
to the bidder or its depositary) and all amendments thereto; and
    (iii) Press releases, advertisements, letters and other documents 
published by the bidder or sent or given by the bidder to security 
holders which, directly or indirectly, solicit, invite or request 
tenders of the securities being sought in the tender offer;
    (h) Signatures. Where the Act or the rules, forms, reports or 
schedules thereunder require a document filed

[[Page 209]]

with or furnished to the Commission to be signed, such document shall be 
manually signed, or signed using either typed signatures or duplicated 
or facsimile versions of manual signatures. Where typed, duplicated or 
facsimile signatures are used, each signatory to the filing shall 
manually sign a signature page or other document authenticating, 
acknowledging or otherwise adopting his or her signature that appears in 
the filing. Such document shall be executed before or at the time the 
filing is made and shall be retained by the filer for a period of five 
years. Upon request, the filer shall furnish to the Commission or its 
staff a copy of any or all documents retained pursuant to this section.

[44 FR 70340, Dec. 6, 1979, as amended at 47 FR 11470, Mar. 16, 1982; 56 
FR 30071, July 1, 1991; 60 FR 26622, May 17, 1995; 61 FR 30403, June 14, 
1996; 62 FR 53955, Oct. 17, 1997; 64 FR 61404, 61459, Nov. 10, 1999]



Sec. 240.14d-2  Commencement of a tender offer.

    (a) Date of commencement. A bidder will have commenced its tender 
offer for purposes of section 14(d) of the Act (15 U.S.C. 78n) and the 
rules under that section at 12:01 a.m. on the date when the bidder has 
first published, sent or given the means to tender to security holders. 
For purposes of this section, the means to tender includes the 
transmittal form or a statement regarding how the transmittal form may 
be obtained.
    (b) Pre-commencement communications. A communication by the bidder 
will not be deemed to constitute commencement of a tender offer if:
    (1) It does not include the means for security holders to tender 
their shares into the offer; and
    (2) All written communications relating to the tender offer, from 
and including the first public announcement, are filed under cover of 
Schedule TO (Sec. 240.14d-100) with the Commission no later than the 
date of the communication. The bidder also must deliver to the subject 
company and any other bidder for the same class of securities the first 
communication relating to the transaction that is filed, or required to 
be filed, with the Commission.

                    Instructions to paragraph (b)(2):

    1. The box on the front of Schedule TO indicating that the filing 
contains pre-commencement communications must be checked.
    2. Any communications made in connection with an exchange offer 
registered under the Securities Act of 1933 need only be filed under 
Sec. 230.425 of this chapter and will be deemed filed under this 
section.
    3. Each pre-commencement written communication must include a 
prominent legend in clear, plain language advising security holders to 
read the tender offer statement when it is available because it contains 
important information. The legend also must advise investors that they 
can get the tender offer statement and other filed documents for free at 
the Commission's web site and explain which documents are free from the 
offeror.
    4. See Secs. 230.135, 230.165 and 230.166 of this chapter for pre-
commencement communications made in connection with registered exchange 
offers.
    5. ``Public announcement'' is any oral or written communication by 
the bidder, or any person authorized to act on the bidder's behalf, that 
is reasonably designed to, or has the effect of, informing the public or 
security holders in general about the tender offer.

    (c) Filing and other obligations triggered by commencement. As soon 
as practicable on the date of commencement, a bidder must comply with 
the filing requirements of Sec. 240.14d-3(a), the dissemination 
requirements of Sec. 240.14d-4(a) or (b), and the disclosure 
requirements of Sec. 240.14d-6(a).

[64 FR 61459, Nov. 10, 1999]



Sec. 240.14d-3  Filing and transmission of tender offer statement.

    (a) Filing and transmittal. No bidder shall make a tender offer if, 
after consummation thereof, such bidder would be the beneficial owner of 
more than 5 percent of the class of the subject company's securities for 
which the tender offer is made, unless as soon as practicable on the 
date of the commencement of the tender offer such bidder:
    (1) Files with the Commission a Tender Offer Statement on Schedule 
TO (Sec. 240.14d-100), including all exhibits thereto;
    (2) Delivers a copy of such Schedule TO, including all exhibits 
thereto:
    (i) To the subject company at its principal executive office; and

[[Page 210]]

    (ii) To any other bidder, which has filed a Schedule TO with the 
Commission relating to a tender offer which has not yet terminated for 
the same class of securities of the subject company, at such bidder's 
principal executive office or at the address of the person authorized to 
receive notices and communications (which is disclosed on the cover 
sheet of such other bidder's Schedule TO);
    (3) Gives telephonic notice of the information required by Rule 14d-
6(e)(2) (i) and (ii) (Sec. 240.14d-6(e)(2) (i) and (ii)) and mails by 
means of first class mail a copy of such Schedule TO, including all 
exhibits thereto:
    (i) To each national securities exchange where such class of the 
subject company's securities is registered and listed for trading (which 
may be based upon information contained in the subject company's most 
recent Annual Report on Form 10-K and Form 10-KSB (Sec. 249.310) filed 
with the Commission unless the bidder has reason to believe that such 
information is not current) which telephonic notice shall be made when 
practicable prior to the opening of each such exchange; and
    (ii) To the National Association of Securities Dealers, Inc. 
(``NASD'') if such class of the subject company's securities is 
authorized for quotation in the NASDAQ interdealer quotation system.
    (b) Post-commencement amendments and additional materials. The 
bidder making the tender offer must file with the Commission:
    (1) An amendment to Schedule TO (Sec. 240.14d-100) reporting 
promptly any material changes in the information set forth in the 
schedule previously filed and including copies of any additional tender 
offer materials as exhibits; and
    (2) A final amendment to Schedule TO (Sec. 240.14d-100) reporting 
promptly the results of the tender offer.

    Instruction to paragraph (b): A copy of any additional tender offer 
materials or amendment filed under this section must be sent promptly to 
the subject company and to any exchange and/or NASD, as required by 
paragraph (a) of this section, but in no event later than the date the 
materials are first published, sent or given to security holders.
    (c) Certain announcements. Notwithstanding the provisions of 
paragraph (b) of this section, if the additional tender offer material 
or an amendment to Schedule TO discloses only the number of shares 
deposited to date, and/or announces an extension of the time during 
which shares may be tendered, then the bidder may file such tender offer 
material or amendment and send a copy of such tender offer material or 
amendment to the subject company, any exchange and/or the NASD, as 
required by paragraph (a) of this section, promptly after the date such 
tender offer material is first published or sent or given to security 
holders.

(Secs. 7, 10, 19(a), 48 Stat. 78, 81, 85; secs. 205, 209, 48 Stat. 906, 
908; sec. 8, 68 Stat. 685; sec. 308(a)(2), 90 Stat. 57, secs. 3(b), 
10(b), 13, 14, 23(a), 48 Stat. 882, 891, 894, 895, 901; sec. 203(a), 49 
Stat. 704; sec. 8, 49 Stat. 1379; secs. 4, 5, 78 Stat. 569, 570; secs. 
2, 3, 82 Stat. 454, 455; secs. 1, 2, 3-5, 84 Stat. 1497; secs. 3, 10, 
18, 89 Stat. 97, 119, 155; sec. 308(b), 90 Stat. 57; secs. 202, 203, 91 
Stat. 1494, 1498, 1499; sec. 20, 49 Stat. 833; sec. 319(a), 53 Stat. 
1173; sec. 38(a), 54 Stat. 841; 15 U.S.C. 77g, 77j, 77s(a), 78c(b), 
78j(b), 78m, 78n, 78w(a), 79t, 77ttt(a), 80a-37(a))

[44 FR 70341, Dec. 6, 1979; 64 FR 61460, Nov. 10, 1999]



Sec. 240.14d-4  Dissemination of tender offers to security holders.

    As soon as practicable on the date of commencement of a tender 
offer, the bidder must publish, send or give the disclosure required by 
Sec. 240.14d-6 to security holders of the class of securities that is 
the subject of the offer, by complying with all of the requirements of 
any of the following:
    (a) Cash tender offers and exempt securities offers. For tender 
offers in which the consideration consists solely of cash and/or 
securities exempt from registration under section 3 of the Securities 
Act of 1933 (15 U.S.C. 77c):
    (1) Long-form publication. The bidder makes adequate publication in 
a newspaper or newspapers of long-form publication of the tender offer.
    (2) Summary publication. (i) If the tender offer is not subject to 
Rule 13e-3 (Sec. 240.13e-3), the bidder makes adequate publication in a 
newspaper or newspapers of a summary advertisement of the tender offer; 
and
    (ii) Mails by first class mail or otherwise furnishes with 
reasonable promptness the bidder's tender offer materials

[[Page 211]]

to any security holder who requests such tender offer materials pursuant 
to the summary advertisement or otherwise.
    (3) Use of stockholder lists and security position listings. Any 
bidder using stockholder lists and security position listings under 
Sec. 240.14d-5 must comply with paragraph (a)(1) or (2) of this section 
on or before the date of the bidder's request under Sec. 240.14d-5(a).

    Instruction to paragraph (a): Tender offers may be published or sent 
or given to security holders by other methods, but with respect to 
summary publication and the use of stockholder lists and security 
position listings under Sec. 240.14d-5, paragraphs (a)(2) and (a)(3) of 
this section are exclusive.

    (b) Registered securities offers. For tender offers in which the 
consideration consists solely or partially of securities registered 
under the Securities Act of 1933, a registration statement containing 
all of the required information, including pricing information, has been 
filed and a preliminary prospectus or a prospectus that meets the 
requirements of section 10(a) of the Securities Act (15 U.S.C. 77j(a)), 
including a letter of transmittal, is delivered to security holders. 
However, for going-private transactions (as defined by Sec. 240.13e-3) 
and roll-up transactions (as described by Item 901 of Regulation S-K 
(Sec. 229.901 of this chapter)), a registration statement registering 
the securities to be offered must have become effective and only a 
prospectus that meets the requirements of section 10(a) of the 
Securities Act may be delivered to security holders on the date of 
commencement.
    Instructions to paragraph (b):
    1. If the prospectus is being delivered by mail, mailing on the date 
of commencement is sufficient.
    2. A preliminary prospectus used under this section may not omit 
information under Secs. 230.430 or 230.430A of this chapter.
    3. If a preliminary prospectus is used under this section and the 
bidder must disseminate material changes, the tender offer must remain 
open for the period specified in paragraph (d)(2) of this section.
    4. If a preliminary prospectus is used under this section, tenders 
may be requested in accordance with Sec. 230.162(a) of this chapter.
    (c) Adequate publication. Depending on the facts and circumstances 
involved, adequate publication of a tender offer pursuant to this 
section may require publication in a newspaper with a national 
circulation or may only require publication in a newspaper with 
metropolitan or regional circulation or may require publication in a 
combination thereof: Provided, however, That publication in all editions 
of a daily newspaper with a national circulation shall be deemed to 
constitute adequate publication.
    (d) Publication of changes and extension of the offer. (1) If a 
tender offer has been published or sent or given to security holders by 
one or more of the methods enumerated in this section, a material change 
in the information published or sent or given to security holders shall 
be promptly disseminated to security holders in a manner reasonably 
designed to inform security holders of such change; Provided, however, 
That if the bidder has elected pursuant to rule 14d-5 (f)(1) of this 
section to require the subject company to disseminate amendments 
disclosing material changes to the tender offer materials pursuant to 
Rule 14d-5, the bidder shall disseminate material changes in the 
information published or sent or given to security holders at least 
pursuant to Rule 14d-5.
    (2) In a registered securities offer where the bidder disseminates 
the preliminary prospectus as permitted by paragraph (b) of this 
section, the offer must remain open from the date that material changes 
to the tender offer materials are disseminated to security holders, as 
follows:
    (i) Five business days for a prospectus supplement containing a 
material change other than price or share levels;
    (ii) Ten business days for a prospectus supplement containing a 
change in price, the amount of securities sought, the dealer's 
soliciting fee, or other similarly significant change;
    (iii) Ten business days for a prospectus supplement included as part 
of a post-effective amendment; and

[[Page 212]]

    (iv) Twenty business days for a revised prospectus when the initial 
prospectus was materially deficient.

(Secs. 7, 10, 19(a), 48 Stat. 78, 81, 85; secs. 205, 209, 48 Stat. 906, 
908; sec. 8, 68 Stat. 685; sec. 308(a)(2), 90 Stat. 57, secs. 3(b), 
10(b), 13, 14, 23(a), 48 Stat. 882, 891, 894, 895, 901; sec. 203(a), 49 
Stat. 704; sec. 8, 49 Stat. 1379; secs. 4, 5, 78 Stat. 569, 570; secs. 
2, 3, 82 Stat. 454, 455; secs. 1, 2, 3-5, 84 Stat. 1497; secs. 3, 10, 
18, 89 Stat. 97, 119, 155; sec. 308(b), 90 Stat. 57; secs. 202, 203, 91 
Stat. 1494, 1498, 1499; sec. 20, 49 Stat. 833; sec. 319(a), 53 Stat. 
1173; sec. 38(a), 54 Stat. 841; 15 U.S.C. 77g, 77j, 77s(a), 78c(b), 
78j(b), 78m, 78n, 78w(a), 79t, 77ttt(a), 80a-37(a))

[44 FR 70341, Dec. 6, 1979, as amended at 64 FR 61460, Nov. 10, 1999]



Sec. 240.14d-5  Dissemination of certain tender offers by the use of stockholder lists and security position listings.

    (a) Obligations of the subject company. Upon receipt by a subject 
company at its principal executive offices of a bidder's written 
request, meeting the requirements of paragraph (e) of this section, the 
subject company shall comply with the following sub-paragraphs.
    (1) The subject company shall notify promptly transfer agents and 
any other person who will assist the subject company in complying with 
the requirements of this section of the receipt by the subject company 
of a request by a bidder pursuant to this section.
    (2) The subject company shall promptly ascertain whether the most 
recently prepared stockholder list, written or otherwise, within the 
access of the subject company was prepared as of a date earlier than ten 
business days before the date of the bidder's request and, if so, the 
subject company shall promptly prepare or cause to be prepared a 
stockholder list as of the most recent practicable date which shall not 
be more than ten business days before the date of the bidder's request.
    (3) The subject company shall make an election to comply and shall 
comply with all of the provisions of either paragraph (b) or paragraph 
(c) of this section. The subject company's election once made shall not 
be modified or revoked during the bidder's tender offer and extensions 
thereof.
    (4) No later than the second business day after the date of the 
bidder's request, the subject company shall orally notify the bidder, 
which notification shall be confirmed in writing, of the subject 
company's election made pursuant to paragraph (a)(3) of this section. 
Such notification shall indicate (i) the approximate number of security 
holders of the class of securities being sought by the bidder and, (ii) 
if the subject company elects to comply with paragraph (b) of this 
section, appropriate information concerning the location for delivery of 
the bidder's tender offer materials and the approximate direct costs 
incidental to the mailing to security holders of the bidder's tender 
offer materials computed in accordance with paragraph (g)(2) of this 
section.
    (b) Mailing of tender offer materials by the subject company. A 
subject company which elects pursuant to paragraph (a)(3) of this 
section to comply with the provisions of this paragraph shall perform 
the acts prescribed by the following paragraphs.
    (1) The subject company shall promptly contact each participant 
named on the most recent security position listing of any clearing 
agency within the access of the subject company and make inquiry of each 
such participant as to the approximate number of beneficial owners of 
the subject company securities being sought in the tender offer held by 
each such participant.
    (2) No later than the third business day after delivery of the 
bidder's tender offer materials pursuant to paragraph (g)(1) of this 
section, the subject company shall begin to mail or cause to be mailed 
by means of first class mail a copy of the bidder's tender offer 
materials to each person whose name appears as a record holder of the 
class of securities for which the offer is made on the most recent 
stockholder list referred to in paragraph (a)(2) of this section. The 
subject company shall use its best efforts to complete the mailing in a 
timely manner but in no event shall such mailing be completed in a 
substantially greater period of time than the subject company would 
complete a mailing to security holders of its own materials relating to 
the tender offer.
    (3) No later than the third business day after the delivery of the 
bidder's

[[Page 213]]

tender offer materials pursuant to paragraph (g)(1) of this section, the 
subject company shall begin to transmit or cause to be transmitted a 
sufficient number of sets of the bidder's tender offer materials to the 
participants named on the security position listings described in 
paragraph (b)(1) of this section. The subject company shall use its best 
efforts to complete the transmittal in a timely manner but in no event 
shall such transmittal be completed in a substantially greater period of 
time than the subject company would complete a transmittal to such 
participants pursuant to security position listings of clearing agencies 
of its own material relating to the tender offer.
    (4) The subject company shall promptly give oral notification to the 
bidder, which notification shall be confirmed in writing, of the 
commencement of the mailing pursuant to paragraph (b)(2) of this section 
and of the transmittal pursuant to paragraph (b)(3) of this section.
    (5) During the tender offer and any extension thereof the subject 
company shall use reasonable efforts to update the stockholder list and 
shall mail or cause to be mailed promptly following each update a copy 
of the bidder's tender offer materials (to the extent sufficient sets of 
such materials have been furnished by the bidder) to each person who has 
become a record holder since the later of (i) the date of preparation of 
the most recent stockholder list referred to in paragraph (a)(2) of this 
section or (ii) the last preceding update.
    (6) If the bidder has elected pursuant to paragraph (f)(1) of this 
section to require the subject company to disseminate amendments 
disclosing material changes to the tender offer materials pursuant to 
this section, the subject company, promptly following delivery of each 
such amendment, shall mail or cause to be mailed a copy of each such 
amendment to each record holder whose name appears on the shareholder 
list described in paragraphs (a)(2) and (b)(5) of this section and shall 
transmit or cause to be transmitted sufficient copies of such amendment 
to each participant named on security position listings who received 
sets of the bidder's tender offer materials pursuant to paragraph (b)(3) 
of this section.
    (7) The subject company shall not include any communication other 
than the bidder's tender offer materials or amendments thereto in the 
envelopes or other containers furnished by the bidder.
    (8) Promptly following the termination of the tender offer, the 
subject company shall reimburse the bidder the excess, if any, of the 
amounts advanced pursuant to paragraph (f)(3)(iii) over the direct costs 
incidental to compliance by the subject company and its agents in 
performing the acts required by this section computed in accordance with 
paragraph (g)(2) of this section.
    (c) Delivery of stockholder lists and security position listings. A 
subject company which elects pursuant to paragraph (a)(3) of this 
section to comply with the provisions of this paragraph shall perform 
the acts prescribed by the following paragraphs.
    (1) No later than the third business day after the date of the 
bidder's request, the subject company must furnish to the bidder at the 
subject company's principal executive office a copy of the names and 
addresses of the record holders on the most recent stockholder list 
referred to in paragraph (a)(2) of this section; the names and addresses 
of participants identified on the most recent security position listing 
of any clearing agency that is within the access of the subject company; 
and the most recent list of names, addresses and security positions of 
beneficial owners as specified in Sec. 240.14a-13(b), in the possession 
of the subject company, or that subsequently comes into its possession. 
All security holder list information must be in the format requested by 
the bidder to the extent the format is available to the subject company 
without undue burden or expense.
    (2) If the bidder has elected pursuant to paragraph (f)(1) of this 
section to require the subject company to disseminate amendments 
disclosing material changes to the tender offer materials, the subject 
company shall update the stockholder list by furnishing the bidder with 
the name and address of each

[[Page 214]]

record holder named on the stockholder list, and not previously 
furnished to the bidder, promptly after such information becomes 
available to the subject company during the tender offer and any 
extensions thereof.
    (d) Liability of subject company and others. Neither the subject 
company nor any affiliate or agent of the subject company nor any 
clearing agency shall be:
    (1) Deemed to have made a solicitation or recommendation respecting 
the tender offer within the meaning of section 14(d)(4) based solely 
upon the compliance or noncompliance by the subject company or any 
affiliate or agent of the subject company with one or more requirements 
of this section;
    (2) Liable under any provision of the Federal securities laws to the 
bidder or to any security holder based solely upon the inaccuracy of the 
current names or addresses on the stockholder list or security position 
listing, unless such inaccuracy results from a lack of reasonable care 
on the part of the subject company or any affiliate or agent of the 
subject company;
    (3) Deemed to be an ``underwriter'' within the meaning of section 
(2)(11) of the Securities Act of 1933 for any purpose of that Act or any 
rule or regulation promulgated thereunder based solely upon the 
compliance or noncompliance by the subject company or any affiliate or 
agent of the subject company with one or more of the requirements of 
this section;
    (4) Liable under any provision of the Federal securities laws for 
the disclosure in the bidder's tender offer materials, including any 
amendment thereto, based solely upon the compliance or noncompliance by 
the subject company or any affiliate or agent of the subject company 
with one or more of the requirements of this section.
    (e) Content of the bidder's request. The bidder's written request 
referred to in paragraph (a) of this section shall include the 
following:
    (1) The identity of the bidder;
    (2) The title of the class of securities which is the subject of the 
bidder's tender offer;
    (3) A statement that the bidder is making a request to the subject 
company pursuant to paragraph (a) of this section for the use of the 
stockholder list and security position listings for the purpose of 
disseminating a tender offer to security holders;
    (4) A statement that the bidder is aware of and will comply with the 
provisions of paragraph (f) of this section;
    (5) A statement as to whether or not it has elected pursuant to 
paragraph (f)(1) of this section to disseminate amendments disclosing 
material changes to the tender offer materials pursuant to this section; 
and
    (6) The name, address and telephone number of the person whom the 
subject company shall contact pursuant to paragraph (a)(4) of this 
section.
    (f) Obligations of the bidder. Any bidder who requests that a 
subject company comply with the provisions of paragraph (a) of this 
section shall comply with the following paragraphs.
    (1) The bidder shall make an election whether or not to require the 
subject company to disseminate amendments disclosing material changes to 
the tender offer materials pursuant to this section, which election 
shall be included in the request referred to in paragraph (a) of this 
section and shall not be revocable by the bidder during the tender offer 
and extensions thereof.
    (2) With respect to a tender offer subject to section 14(d)(1) of 
the Act in which the consideration consists solely of cash and/or 
securities exempt from registration under section 3 of the Securities 
Act of 1933, the bidder shall comply with the requirements of Rule 14d-
4(a)(3).
    (3) If the subject company elects to comply with paragraph (b) of 
this section,
    (i) The bidder shall promptly deliver the tender offer materials 
after receipt of the notification from the subject company as provided 
in paragraph (a)(4) of this section;
    (ii) The bidder shall promptly notify the subject company of any 
amendment to the bidder's tender offer materials requiring compliance by 
the subject company with paragraph (b)(6) of this section and shall 
promptly deliver such amendment to the subject company pursuant to 
paragraph (g)(1) of this section;
    (iii) The bidder shall advance to the subject company an amount 
equal to

[[Page 215]]

the approximate cost of conducting mailings to security holders computed 
in accordance with paragraph (g)(2) of this section;
    (iv) The bidder shall promptly reimburse the subject company for the 
direct costs incidental to compliance by the subject company and its 
agents in performing the acts required by this section computed in 
accordance with paragraph (g)(2) of this section which are in excess of 
the amount advanced pursuant to paragraph (f)(2)(iii) of this section; 
and
    (v) The bidder shall mail by means of first class mail or otherwise 
furnish with reasonable promptness the tender offer materials to any 
security holder who requests such materials.
    (4) If the subject company elects to comply with paragraph (c) of 
this section,
    (i) The bidder shall use the stockholder list and security position 
listings furnished to the bidder pursuant to paragraph (c) of this 
section exclusively in the dissemination of tender offer materials to 
security holders in connection with the bidder's tender offer and 
extensions thereof;
    (ii) The bidder shall return the stockholder lists and security 
position listings furnished to the bidder pursuant to paragraph (c) of 
this section promptly after the termination of the bidder's tender 
offer;
    (iii) The bidder shall accept, handle and return the stockholder 
lists and security position listings furnished to the bidder pursuant to 
paragraph (c) of this section to the subject company on a confidential 
basis;
    (iv) The bidder shall not retain any stockholder list or security 
position listing furnished by the subject company pursuant to paragraph 
(c) of this section, or any copy thereof, nor retain any information 
derived from any such list or listing or copy thereof after the 
termination of the bidder's tender offer;
    (v) The bidder shall mail by means of first class mail, at its own 
expense, a copy of its tender offer materials to each person whose 
identity appears on the stockholder list as furnished and updated by the 
subject company pursuant to paragraphs (c)(1) and (2) of this section;
    (vi) The bidder shall contact the participants named on the security 
position listing of any clearing agency, make inquiry of each 
participant as to the approximate number of sets of tender offer 
materials required by each such participant, and furnish, at its own 
expense, sufficient sets of tender offer materials and any amendment 
thereto to each such participant for subsequent transmission to the 
beneficial owners of the securities being sought by the bidder;
    (vii) The bidder shall mail by means of first class mail or 
otherwise furnish with reasonable promptness the tender offer materials 
to any security holder who requests such materials; and
    (viii) The bidder shall promptly reimburse the subject company for 
direct costs incidental to compliance by the subject company and its 
agents in performing the acts required by this section computed in 
accordance with paragraph (g)(2) of this section.
    (g) Delivery of materials, computation of direct costs. (1) Whenever 
the bidder is required to deliver tender offer materials or amendments 
to tender offer materials, the bidder shall deliver to the subject 
company at the location specified by the subject company in its notice 
given pursuant to paragraph (a)(4) of this section a number of sets of 
the materials or of the amendment, as the case may be, at least equal to 
the approximate number of security holders specified by the subject 
company in such notice, together with appropriate envelopes or other 
containers therefor: Provided, however, That such delivery shall be 
deemed not to have been made unless the bidder has complied with 
paragraph (f)(3)(iii) of this section at the time the materials or 
amendments, as the case may be, are delivered.
    (2) The approximate direct cost of mailing the bidder's tender offer 
materials shall be computed by adding (i) the direct cost incidental to 
the mailing of the subject company's last annual report to shareholders 
(excluding employee time), less the costs of preparation and printing of 
the report, and postage, plus (ii) the amount of first class postage 
required to mail the bidder's tender offer materials. The approximate 
direct costs incidental to the mailing of the amendments to the

[[Page 216]]

bidder's tender offer materials shall be computed by adding (iii) the 
estimated direct costs of preparing mailing labels, of updating 
shareholder lists and of third party handling charges plus (iv) the 
amount of first class postage required to mail the bidder's amendment. 
Direct costs incidental to the mailing of the bidder's tender offer 
materials and amendments thereto when finally computed may include all 
reasonable charges paid by the subject company to third parties for 
supplies or services, including costs attendant to preparing shareholder 
lists, mailing labels, handling the bidder's materials, contacting 
participants named on security position listings and for postage, but 
shall exclude indirect costs, such as employee time which is devoted to 
either contesting or supporting the tender offer on behalf of the 
subject company. The final billing for direct costs shall be accompanied 
by an appropriate accounting in reasonable detail.

    Note to Sec. 240.14d-5. Reasonably prompt methods of distribution to 
security holders may be used instead of mailing. If alternative methods 
are chosen, the approximate direct costs of distribution shall be 
computed by adding the estimated direct costs of preparing the document 
for distribution through the chosen medium (including updating of 
shareholder lists) plus the estimated reasonable cost of distribution 
through that medium. Direct costs incidental to the distribution of 
tender offer materials and amendments thereto may include all reasonable 
charges paid by the subject company to third parties for supplies or 
services, including costs attendant to preparing shareholder lists, 
handling the bidder's materials, and contacting participants named on 
security position listings, but shall not include indirect costs, such 
as employee time which is devoted to either contesting or supporting the 
tender offer on behalf of the subject company.

[44 FR 70342, Dec. 6, 1979, as amended at 61 FR 24657, May 15, 1996; 64 
FR 61460, Nov. 10, 1999]



Sec. 240.14d-6  Disclosure of tender offer information to security holders.

    (a) Information required on date of commencement--(1) Long-form 
publication. If a tender offer is published, sent or given to security 
holders on the date of commencement by means of long-form publication 
under Sec. 240.14d-4(a)(1), the long-form publication must include the 
information required by paragraph (d)(1) of this section.
    (2) Summary publication. If a tender offer is published, sent or 
given to security holders on the date of commencement by means of 
summary publication under Sec. 240.14d-4(a)(2):
    (i) The summary advertisement must contain at least the information 
required by paragraph (d)(2) of this section; and
    (ii) The tender offer materials furnished by the bidder upon request 
of any security holder must include the information required by 
paragraph (d)(1) of this section.
    (3) Use of stockholder lists and security position listings. If a 
tender offer is published, sent or given to security holders on the date 
of commencement by the use of stockholder lists and security position 
listings under Sec. 240.14d-4(a)(3):
    (i) The summary advertisement must contain at least the information 
required by paragraph (d)(2) of this section; and
    (ii) The tender offer materials transmitted to security holders 
pursuant to such lists and security position listings and furnished by 
the bidder upon the request of any security holder must include the 
information required by paragraph (d)(1) of this section.
    (4) Other tender offers. If a tender offer is published or sent or 
given to security holders other than pursuant to Sec. 240.14d-4(a), the 
tender offer materials that are published or sent or given to security 
holders on the date of commencement of such offer must include the 
information required by paragraph (d)(1) of this section.
    (b) Information required in other tender offer materials published 
after commencement. Except for tender offer materials described in 
paragraphs (a)(2)(ii) and (a)(3)(ii) of this section, additional tender 
offer materials published, sent or given to security holders after 
commencement must include:
    (1) The identities of the bidder and subject company;
    (2) The amount and class of securities being sought;
    (3) The type and amount of consideration being offered; and
    (4) The scheduled expiration date of the tender offer, whether the 
tender

[[Page 217]]

offer may be extended and, if so, the procedures for extension of the 
tender offer.

    Instruction to paragraph (b): If the additional tender offer 
materials are summary advertisements, they also must include the 
information required by paragraphs (d)(2)(v) of this section.

    (c) Material changes. A material change in the information published 
or sent or given to security holders must be promptly disclosed to 
security holders in additional tender offer materials.
    (d) Information to be included--(1) Tender offer materials other 
than summary publication. The following information is required by 
paragraphs (a)(1), (a)(2)(ii), (a)(3)(ii) and (a)(4) of this section:
    (i) The information required by Item 1 of Schedule TO (Sec. 240.14d-
100) (Summary Term Sheet); and
    (ii) The information required by the remaining items of Schedule TO 
(Sec. 240.14d-100) for third-party tender offers, except for Item 12 
(exhibits) of Schedule TO (Sec. 240.14d-100), or a fair and adequate 
summary of the information.
    (2) Summary Publication. The following information is required in a 
summary advertisement under paragraphs (a)(2)(i) and (a)(3)(i) of this 
section:
    (i) The identity of the bidder and the subject company;
    (ii) The information required by Item 1004(a)(1) of Regulation M-A 
(Sec. 229.1004(a)(1) of this chapter);
    (iii) If the tender offer is for less than all of the outstanding 
securities of a class of equity securities, a statement as to whether 
the purpose or one of the purposes of the tender offer is to acquire or 
influence control of the business of the subject company;
    (iv) A statement that the information required by paragraph (d)(1) 
of this section is incorporated by reference into the summary 
advertisement;
    (v) Appropriate instructions as to how security holders may obtain 
promptly, at the bidder's expense, the bidder's tender offer materials; 
and
    (vi) In a tender offer published or sent or given to security 
holders by use of stockholder lists and security position listings under 
Sec. 240.14d-4(a)(3), a statement that a request is being made for such 
lists and listings. The summary publication also must state that tender 
offer materials will be mailed to record holders and will be furnished 
to brokers, banks and similar persons whose name appears or whose 
nominee appears on the list of security holders or, if applicable, who 
are listed as participants in a clearing agency's security position 
listing for subsequent transmittal to beneficial owners of such 
securities. If the list furnished to the bidder also included beneficial 
owners pursuant to Sec. 240.14d-5(c)(1) and tender offer materials will 
be mailed directly to beneficial holders, include a statement to that 
effect.
    (3) No transmittal letter. Neither the initial summary advertisement 
nor any subsequent summary advertisement may include a transmittal 
letter (the letter furnished to security holders for transmission of 
securities sought in the tender offer) or any amendment to the 
transmittal letter.

[64 FR 61460, Nov. 10, 1999]



Sec. 240.14d-7  Additional withdrawal rights.

    (a) Rights. (1) In addition to the provisions of section 14(d)(5) of 
the Act, any person who has deposited securities pursuant to a tender 
offer has the right to withdraw any such securities during the period 
such offer request or invitation remains open.
    (2) Exemption during subsequent offering period. Notwithstanding the 
provisions of section 14(d)(5) of the Act (15 U.S.C. 78n(d)(5)) and 
paragraph (a) of this section, the bidder need not offer withdrawal 
rights during a subsequent offering period.
    (b) Notice of withdrawal. Notice of withdrawal pursuant to this 
section shall be deemed to be timely upon the receipt by the bidder's 
depositary of a written notice of withdrawal specifying the name(s) of 
the tendering stockholder(s), the number or amount of the securities to 
be withdrawn and the name(s) in which the certificate(s) is (are) 
registered, if different from that of the tendering security holder(s). 
A bidder may impose other reasonable requirements, including certificate 
numbers and a signed request for withdrawal accompained by a signature

[[Page 218]]

guarantee, as conditions precedent to the physical release of withdrawn 
securities.

(Secs. 7, 10, 19(a), 48 Stat. 78, 81, 85; secs. 205, 209, 48 Stat. 906, 
908; sec. 8, 68 Stat. 685; sec. 308(a)(2), 90 Stat. 57; secs. 3(b), 
10(b), 13, 14, 23(a), 48 Stat. 882, 891, 894, 895, 901; sec. 203(a), 49 
Stat. 704; sec. 8, 49 Stat. 1379; secs. 4, 5, 78 Stat. 569, 570; secs. 
2, 3, 82 Stat. 454, 455; secs. 1, 2, 3-5, 84 Stat. 1497; secs. 3, 10, 
18, 89 Stat. 97, 119, 155; sec. 308(b), 90 Stat. 57; secs. 202, 203, 91 
Stat. 1494, 1498, 1499; sec. 20, 49 Stat. 833; sec. 319(a), 53 Stat. 
1173; sec. 38(a), 54 Stat. 841; 15 U.S.C. 77g, 77j, 77s(a), 78c(b), 
78j(b), 78m, 78n, 78w(a), 79t, 77ttt(a), 80a-37(a))

[44 FR 70345, Dec. 6, 1979, as amended at 51 FR 25882, July 17, 1986; 51 
FR 32630, Sept. 15, 1986; 64 FR 61461, Nov. 10, 1999]



Sec. 240.14d-8  Exemption from statutory pro rata requirements.

    Notwithstanding the pro rata provisions of section 14(d)(6) of the 
Act, if any person makes a tender offer or request or invitation for 
tenders, for less than all of the outstanding equity securities of a 
class, and if a greater number of securities are deposited pursuant 
thereto than such person is bound or willing to take up and pay for, the 
securities taken up and paid for shall be taken up and paid for as 
nearly as may be pro rata, disregarding fractions, according to the 
number of securities deposited by each depositor during the period such 
offer, request or invitation remains open.

(Sec. 23, 48 Stat. 901; sec. 203(a), 49 Stat. 704; sec. 8, 49 Stat. 
1379; sec. 10, 78 Stat. 580; sec. 3, 82 Stat. 455; secs. 3-5, 84 Stat. 
1497; sec. 18, 89 Stat. 155; 15 U.S.C. 78n(e), 78w(a))

[47 FR 57680, Dec. 28, 1982]



Sec. 240.14d-9  Recommendation or solicitation by the subject company and others.

    (a) Pre-commencement communications. A communication by a person 
described in paragraph (e) of this section with respect to a tender 
offer will not be deemed to constitute a recommendation or solicitation 
under this section if:
    (1) The tender offer has not commenced under Sec. 240.14d-2; and
    (2) The communication is filed under cover of Schedule 14D-9 
(Sec. 240.14d-101) with the Commission no later than the date of the 
communication.
    Instructions to paragraph (a)(2):
    1. The box on the front of Schedule 14D-9 (Sec. 240.14d-101) 
indicating that the filing contains pre-commencement communications must 
be checked.
    2. Any communications made in connection with an exchange offer 
registered under the Securities Act of 1933 need only be filed under 
Sec. 230.425 of this chapter and will be deemed filed under this 
section.
    3. Each pre-commencement written communication must include a 
prominent legend in clear, plain language advising security holders to 
read the company's solicitation/recommendation statement when it is 
available because it contains important information. The legend also 
must advise investors that they can get the recommendation and other 
filed documents for free at the Commission's web site and explain which 
documents are free from the filer.
    4. See Secs. 230.135, 230.165 and 230.166 of this chapter for pre-
commencement communications made in connection with registered exchange 
offers.
    (b) Post-commencement communications. After commencement by a bidder 
under Sec. 240.14d-2, no solicitation or recommendation to security 
holders may be made by any person described in paragraph (e) of this 
section with respect to a tender offer for such securities unless as 
soon as practicable on the date such solicitation or recommendation is 
first published or sent or given to security holders such person 
complies with the following:
    (1) Such person shall file with the Commission a Tender Offer 
Solicitation/Recommendation Statement on Schedule 14D-9 (Sec. 240.14d-
101), including all exhibits thereto; and
    (2) If such person is either the subject company or an affiliate of 
the subject company,
    (i) Such person shall hand deliver a copy of the Schedule 14D-9 to 
the bidder at its principal office or at the address of the person 
authorized to receive notices and communications (which is set forth on 
the cover sheet of the bidder's Schedule TO (Sec. 240.14d-100) filed 
with the Commission; and
    (ii) Such person shall give telephonic notice (which notice to the 
extent possible shall be given prior to the opening of the market) of 
the information required by Items 1003(d) and 1012(a) of Regulation M--A 
(Sec. 229.1003(d) and Sec. 229.1012(a)) and shall mail a copy of

[[Page 219]]

the Schedule to each national securities exchange where the class of 
securities is registered and listed for trading and, if the class is 
authorized for quotation in the NASDAQ interdealer quotation system, to 
the National Association of Securities Dealers, Inc. (``NASD'').
    (3) If such person is neither the subject company nor an affiliate 
of the subject company,
    (i) Such person shall mail a copy of the schedule to the bidder at 
its principal office or at the address of the person authorized to 
receive notices and communications (which is set forth on the cover 
sheet of the bidder's Schedule TO (Sec. 240.14d-100) filed with the 
Commission); and
    (ii) Such person shall mail a copy of the Schedule to the subject 
company at its principal office.
    (c) Amendments. If any material change occurs in the informaion set 
forth in the Schedule 14D-9 (Sec. 240.14d-101) required by this section, 
the person who filed such Schedule 14D-9 shall:
    (1) File with the Commission eight copies of an amendment on 
Schedule 14D-9 (Sec. 240.14d-101) disclosing such change promptly, but 
not later than the date such material is first published, sent or given 
to security holders; and
    (2) Promptly deliver copies and give notice of the amendment in the 
same manner as that specified in paragraph (b)(2) or (3) of this 
section, whichever is applicable; and
    (3) Promptly disclose and disseminate such change in a manner 
reasonably designed to inform security holders of such change.
    (d) Information required in solicitation or recommendation. Any 
solicitation or recommendation to holders of a class of securities 
referred to in section 14(d)(1) of the Act with respect to a tender 
offer for such securities shall include the name of the person making 
such solicitation or recommendation and the information required by 
Items 1 through 8 of Schedule 14D-9 (Sec. 240.14d-101) or a fair and 
adequate summary thereof: Provided, however, That such solicitation or 
recommendation may omit any of such information previously furnished to 
security holders of such class of securities by such person with respect 
to such tender offer.
    (e) Applicability. (1) Except as is provided in paragraphs (e)(2) 
and (f) of this section, this section shall only apply to the following 
persons:
    (i) The subject company, any director, officer, employee, affiliate 
or subsidiary of the subject company;
    (ii) Any record holder or beneficial owner of any security issued by 
the subject company, by the bidder, or by any affiliate of either the 
subject company or the bidder; and
    (iii) Any person who makes a solicitation or recommendation to 
security holders on behalf of any of the foregoing or on behalf of the 
bidder other than by means of a solicitation or recommendation to 
security holders which has been filed with the Commission pursuant to 
this section or Rule 14d-3 (Sec. 240.14d-3).
    (2) Notwithstanding paragraph (e)(1) of this section, this section 
shall not apply to the following persons:
    (i) A bidder who has filed a Schedule TO (Sec. 240.14d-100) pursuant 
to Rule 14d-3 (Sec. 240.14d-3);
    (ii) Attorneys, banks, brokers, fiduciaries or investment advisers 
who are not participating in a tender offer in more than a ministerial 
capacity and who furnish information and/or advice regarding such tender 
offer to their customers or clients on the unsolicited request of such 
customers or clients or solely pursuant to a contract or a relationship 
providing for advice to the customer or client to whom the information 
and/or advice is given.
    (iii) Any person specified in paragraph (e)(1) of this section if:
    (A) The subject company is the subject of a tender offer conducted 
under Sec. 240.14d-1(c);
    (B) Any person specified in paragraph (e)(1) of this section 
furnishes to the Commission on Form CB (Sec. 249.480 of this chapter) 
the entire informational document it publishes or otherwise disseminates 
to holders of the class of securities in connection with the tender 
offer no later than the next business day after publication or 
dissemination;
    (C) Any person specified in paragraph (e)(1) of this section 
disseminates any

[[Page 220]]

informational document to U.S. holders, including any amendments 
thereto, in English, on a comparable basis to that provided to security 
holders in the issuer's home jurisdiction; and
    (D) Any person specified in paragraph (e)(1) of this section 
disseminates by publication in its home jurisdiction, such person must 
publish the information in the United States in a manner reasonably 
calculated to inform U.S. security holders of the offer.
    (f) Stop-look-and-listen communication. This section shall not apply 
to the subject company with respect to a communication by the subject 
company to its security holders which only:
    (1) Identifies the tender offer by the bidder;
    (2) States that such tender offer is under consideration by the 
subject company's board of directors and/or management;
    (3) States that on or before a specified date (which shall be no 
later than 10 business days from the date of commencement of such tender 
offer) the subject company will advise such security holders of (i) 
whether the subject company recommends acceptance or rejection of such 
tender offer; expresses no opinion and remains neutral toward such 
tender offer; or is unable to take a position with respect to such 
tender offer and (ii) the reason(s) for the position taken by the 
subject company with respect to the tender offer (including the 
inability to take a position); and
    (4) Requests such security holders to defer making a determination 
whether to accept or reject such tender offer until they have been 
advised of the subject company's position with respect thereto pursuant 
to paragraph (f)(3) of this section.
    (g) Statement of management's position. A statement by the subject 
company's of its position with respect to a tender offer which is 
required to be published or sent or given to security holders pursuant 
to Rule 14e-2 shall be deemed to constitute a solicitation or 
recommendation within the meaning of this section and section 14(d)(4) 
of the Act.

(Secs. 7, 10, 19(a), 48 Stat. 78, 81, 85; secs. 205, 209, 48 Stat. 906, 
908; sec. 8, 68 Stat. 685; sec. 308(a)(2), 90 Stat. 57; secs. 3(b), 
10(b), 13, 14, 23(a), 48 Stat. 882, 891, 894, 895, 901; sec. 203(a), 49 
Stat. 704; sec. 8, 49 Stat. 1379; secs. 4, 5, 78 Stat. 569, 570; secs. 
2, 3, 82 Stat. 454, 455; secs. 1, 2, 3-5, 84 Stat. 1497; secs. 3, 10, 
18, 89 Stat. 97, 119, 155; sec. 308(b), 90 Stat. 57; secs. 202, 203, 91 
Stat. 1494, 1498, 1499; sec. 20, 49 Stat. 833; sec. 319(a), 53 Stat. 
1173; sec. 38(a), 54 Stat. 841; 15 U.S.C. 77g, 77j, 77s(a), 78c(b), 
78j(b), 78m, 78n, 78w(a), 79t, 77ttt(a), 80a-37(a))

[44 FR 70345, Dec. 6, 1979, as amended at 64 FR 61406, 61461-61462, Nov. 
10, 1999]



Sec. 240.14d-10  Equal treatment of security holders.

    (a) No bidder shall make a tender offer unless:
    (1) The tender offer is open to all security holders of the class of 
securities subject to the tender offer; and
    (2) The consideration paid to any security holder pursuant to the 
tender offer is the highest consideration paid to any other security 
holder during such tender offer.
    (b) Paragraph (a)(1) of this section shall not:
    (1) Affect dissemination under Rule 14d-4 (Sec. 240.14d-4); or
    (2) Prohibit a bidder from making a tender offer excluding all 
security holders in a state where the bidder is prohibited from making 
the tender offer by administrative or judicial action pursuant to a 
state statute after a good faith effort by the bidder to comply with 
such statute.
    (c) Paragraph (a)(2) of this section shall not prohibit the offer of 
more than one type of consideration in a tender offer, Provided, That:
    (1) Security holders are afforded equal right to elect among each of 
the types of consideration offered; and
    (2) The highest consideration of each type paid to any security 
holder is paid to any other security holder receiving that type of 
consideration.
    (d) If the offer and sale of securities constituting consideration 
offered in a tender offer is prohibited by the appropriate authority of 
a state after a good faith effort by the bidder to register or

[[Page 221]]

qualify the offer and sale of such securities in such state:
    (1) The bidder may offer security holders in such state an 
alternative form of consideration; and
    (2) Paragraph (c) of this section shall not operate to require the 
bidder to offer or pay the alternative form of consideration to security 
holders in any other state.
    (e) This section shall not apply to any tender offer with respect to 
which the Commission, upon written request or upon its own motion, 
either unconditionally or on specified terms and conditions, determines 
that compliance with this section is not necessary or appropriate in the 
public interest or for the protection of investors.

[51 FR 25882, July 17, 1986]



Sec. 240.14d-11  Subsequent offering period.

    A bidder may elect to provide a subsequent offering period of three 
business days to 20 business days during which tenders will be accepted 
if:
    (a) The initial offering period of at least 20 business days has 
expired;
    (b) The offer is for all outstanding securities of the class that is 
the subject of the tender offer, and if the bidder is offering security 
holders a choice of different forms of consideration, there is no 
ceiling on any form of consideration offered;
    (c) The bidder immediately accepts and promptly pays for all 
securities tendered during the initial offering period;
    (d) The bidder announces the results of the tender offer, including 
the approximate number and percentage of securities deposited to date, 
no later than 9:00 a.m. Eastern time on the next business day after the 
expiration date of the initial offering period and immediately begins 
the subsequent offering period;
    (e) The bidder immediately accepts and promptly pays for all 
securities as they are tendered during the subsequent offering period; 
and
    (f) The bidder offers the same form and amount of consideration to 
security holders in both the initial and the subsequent offering period.

    Note Sec. 240.14d-11:
    No withdrawal rights apply during the subsequent offering period in 
accordance with Sec. 240.14d-7(a)(2).

[64 FR 61462, Nov. 10, 1999]



Sec. 240.14d-100  Schedule TO. Tender offer statement under section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934.

Securities and Exchange Commission,
Washington, D.C. 20549

Schedule TO

Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the 
Securities Exchange Act of 1934

(Amendment No. ______)*

_______________________________________________________________________
(Name of Subject Company (issuer))

_______________________________________________________________________
(Names of Filing Persons (identifying status as offeror, issuer or other 
person))

_______________________________________________________________________
(Title of Class of Securities)

_______________________________________________________________________
(CUSIP Number of Class of Securities)

(Name, address, and telephone numbers of person authorized to receive 
notices and communications on behalf of filing persons)

                        Calculation of Filing Fee
------------------------------------------------------------------------
          Transaction valuation*                Amount of filing fee
------------------------------------------------------------------------
 
------------------------------------------------------------------------
*Set forth the amount on which the filing fee is calculated and state
  how it was determined.

    [  ] Check the box if any part of the fee is offset as provided by 
Rule 0-11(a)(2) and identify the filing with which the offsetting fee 
was previously paid. Identify the previous filing by registration 
statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:_________________________________________________
Form or Registration No.:_______________________________________________
Filing Party:___________________________________________________________
Date Filed:_____________________________________________________________
    [  ] Check the box if the filing relates solely to preliminary 
communications made before the commencement of a tender offer.
    Check the appropriate boxes below to designate any transactions to 
which the statement relates:
    [  ] third-party tender offer subject to Rule 14d-1.
    [  ] issuer tender offer subject to Rule 13e-4.
    [  ] going-private transaction subject to Rule 13e-3.
    [  ] amendment to Schedule 13D under Rule 13d-2.
    Check the following box if the filing is a final amendment reporting 
the results of the tender offer: [  ]

[[Page 222]]

    General Instructions:
    A. File eight copies of the statement, including all exhibits, with 
the Commission if paper filing is permitted.
    B. This filing must be accompanied by a fee payable to the 
Commission as required by Sec. 240.0-11.
    C. If the statement is filed by a general or limited partnership, 
syndicate or other group, the information called for by Items 3 and 5-8 
for a third-party tender offer and Items 5-8 for an issuer tender offer 
must be given with respect to: (i) Each partner of the general 
partnership; (ii) each partner who is, or functions as, a general 
partner of the limited partnership; (iii) each member of the syndicate 
or group; and (iv) each person controlling the partner or member. If the 
statement is filed by a corporation or if a person referred to in (i), 
(ii), (iii) or (iv) of this Instruction is a corporation, the 
information called for by the items specified above must be given with 
respect to: (a) Each executive officer and director of the corporation; 
(b) each person controlling the corporation; and (c) each executive 
officer and director of any corporation or other person ultimately in 
control of the corporation.
    D. If the filing contains only preliminary communications made 
before the commencement of a tender offer, no signature or filing fee is 
required. The filer need not respond to the items in the schedule. Any 
pre-commencement communications that are filed under cover of this 
schedule need not be incorporated by reference into the schedule.
    E. If an item is inapplicable or the answer is in the negative, so 
state. The statement published, sent or given to security holders may 
omit negative and not applicable responses. If the schedule includes any 
information that is not published, sent or given to security holders, 
provide that information or specifically incorporate it by reference 
under the appropriate item number and heading in the schedule. Do not 
recite the text of disclosure requirements in the schedule or any 
document published, sent or given to security holders. Indicate clearly 
the coverage of the requirements without referring to the text of the 
items.
    F. Information contained in exhibits to the statement may be 
incorporated by reference in answer or partial answer to any item unless 
it would render the answer misleading, incomplete, unclear or confusing. 
A copy of any information that is incorporated by reference or a copy of 
the pertinent pages of a document containing the information must be 
submitted with this statement as an exhibit, unless it was previously 
filed with the Commission electronically on EDGAR. If an exhibit 
contains information responding to more than one item in the schedule, 
all information in that exhibit may be incorporated by reference once in 
response to the several items in the schedule for which it provides an 
answer. Information incorporated by reference is deemed filed with the 
Commission for all purposes of the Act.
    G. A filing person may amend its previously filed Schedule 13D 
(Sec. 240.13d-101) on Schedule TO (Sec. 240.14d-100) if the appropriate 
box on the cover page is checked to indicate a combined filing and the 
information called for by the fourteen disclosure items on the cover 
page of Schedule 13D (Sec. 240.13d-101) is provided on the cover page of 
the combined filing with respect to each filing person.
    H. The final amendment required by Sec. 240.14d-3(b)(2) and 
Sec. 240.13e-4(c)(4) will satisfy the reporting requirements of section 
13(d) of the Act with respect to all securities acquired by the offeror 
in the tender offer.
    I. Amendments disclosing a material change in the information set 
forth in this statement may omit any information previously disclosed in 
this statement.
    J. If the tender offer disclosed on this statement involves a going-
private transaction, a combined Schedule TO (Sec. 240.14d-100) and 
Schedule 13E-3 (Sec. 240.13e-100) may be filed with the Commission under 
cover of Schedule TO. The Rule 13e-3 box on the cover page of the 
Schedule TO must be checked to indicate a combined filing. All 
information called for by both schedules must be provided except that 
Items 1--3, 5, 8 and 9 of Schedule TO may be omitted to the extent those 
items call for information that duplicates the item requirements in 
Schedule 13E-3.
    K. For purposes of this statement, the following definitions apply:
    (1) The term offeror means any person who makes a tender offer or on 
whose behalf a tender offer is made;
    (2) The term issuer tender offer has the same meaning as in Rule 
13e-4(a)(2); and
    (3) The term third-party tender offer means a tender offer that is 
not an issuer tender offer.

           Special Instructions for Complying With Schedule TO

    Under Sections 13(e), 14(d) and 23 of the Act and the rules and 
regulations of the Act, the Commission is authorized to solicit the 
information required to be supplied by this schedule.
    Disclosure of the information specified in this schedule is 
mandatory, except for I.R.S. identification numbers, disclosure of which 
is voluntary. The information will be used for the primary purpose of 
disclosing tender offer and going-private transactions. This statement 
will be made a matter of public record. Therefore, any information given 
will be available for inspection by any member of the public.
    Because of the public nature of the information, the Commission can 
use it for a variety of purposes, including referral to other 
governmental authorities or securities self-

[[Page 223]]

regulatory organizations for investigatory purposes or in connection 
with litigation involving the Federal securities laws or other civil, 
criminal or regulatory statutes or provisions. I.R.S. identification 
numbers, if furnished, will assist the Commission in identifying 
security holders and, therefore, in promptly processing tender offer and 
going-private statements.
    Failure to disclose the information required by this schedule, 
except for I.R.S. identification numbers, may result in civil or 
criminal action against the persons involved for violation of the 
Federal securities laws and rules.

                       Item 1. Summary Term Sheet

    Furnish the information required by Item 1001 of Regulation M-A 
(Sec. 229.1001 of this chapter) unless information is disclosed to 
security holders in a prospectus that meets the requirements of 
Sec. 230.421(d) of this chapter.

                   Item 2. Subject Company Information

    Furnish the information required by Item 1002(a) through (c) of 
Regulation M-A (Sec. 229.1002 of this chapter).

            Item 3. Identity and Background of Filing Person

    Furnish the information required by Item 1003(a) through (c) of 
Regulation M-A (Sec. 229.1003 of this chapter) for a third-party tender 
offer and the information required by Item 1003(a) of Regulation M-A 
(Sec. 229.1003 of this chapter) for an issuer tender offer.

                    Item 4. Terms of the Transaction

    Furnish the information required by Item 1004(a) of Regulation M-A 
(Sec. 229.1004 of this chapter) for a third-party tender offer and the 
information required by Item 1004(a) through (b) of Regulation M-A 
(Sec. 229.1004 of this chapter) for an issuer tender offer.

    Item 5. Past Contacts, Transactions, Negotiations and Agreements

    Furnish the information required by Item 1005(a) and (b) of 
Regulation M-A (Sec. 229.1005 of this chapter) for a third-party tender 
offer and the information required by Item 1005(e) of Regulation M-A 
(Sec. 229.1005) for an issuer tender offer.

       Item 6. Purposes of the Transaction and Plans or Proposals

    Furnish the information required by Item 1006(a) and (c)(1) through 
(7) of Regulation M-A (Sec. 229.1006 of this chapter) for a third-party 
tender offer and the information required by Item 1006(a) through (c) of 
Regulation M-A (Sec. 229.1006 of this chapter) for an issuer tender 
offer.

        Item 7. Source and Amount of Funds or Other Consideration

    Furnish the information required by Item 1007(a), (b) and (d) of 
Regulation M-A (Sec. 229.1007 of this chapter).

          Item 8. Interest in Securities of the Subject Company

    Furnish the information required by Item 1008 of Regulation M-A 
(Sec. 229.1008 of this chapter).

     Item 9. Persons/Assets, Retained, Employed, Compensated or Used

    Furnish the information required by Item 1009(a) of Regulation M-A 
(Sec. 229.1009 of this chapter).

                      Item 10. Financial Statements

    If material, furnish the information required by Item 1010(a) and 
(b) of Regulation M-A (Sec. 229.1010 of this chapter) for the issuer in 
an issuer tender offer and for the offeror in a third-party tender 
offer.
    Instructions to Item 10:
    1. Financial statements must be provided when the offeror's 
financial condition is material to security holder's decision whether to 
sell, tender or hold the securities sought. The facts and circumstances 
of a tender offer, particularly the terms of the tender offer, may 
influence a determination as to whether financial statements are 
material, and thus required to be disclosed.
    2. Financial statements are not considered material when: (a) The 
consideration offered consists solely of cash; (b) the offer is not 
subject to any financing condition; and either: (c) the offeror is a 
public reporting company under Section 13(a) or 15(d) of the Act that 
files reports electronically on EDGAR, or (d) the offer is for all 
outstanding securities of the subject class. Financial information may 
be required, however, in a two-tier transaction. See Instruction 5 
below.
    3. The filing person may incorporate by reference financial 
statements contained in any document filed with the Commission, solely 
for the purposes of this schedule, if: (a) The financial statements 
substantially meet the requirements of this item; (b) an express 
statement is made that the financial statements are incorporated by 
reference; (c) the information incorporated by reference is clearly 
identified by page, paragraph, caption or otherwise; and (d) if the 
information incorporated by reference is not filed with this schedule, 
an indication is made where the information may be inspected and copies 
obtained. Financial statements that are required to be presented in 
comparative form for two or more fiscal years or periods may not be 
incorporated by reference unless the material incorporated by reference 
includes the entire period for which the comparative

[[Page 224]]

data is required to be given. See General Instruction F to this 
schedule.
    4. If the offeror in a third-party tender offer is a natural person, 
and such person's financial information is material, disclose the net 
worth of the offeror. If the offeror's net worth is derived from 
material amounts of assets that are not readily marketable or there are 
material guarantees and contingencies, disclose the nature and 
approximate amount of the individual's net worth that consists of 
illiquid assets and the magnitude of any guarantees or contingencies 
that may negatively affect the natural person's net worth.
    5. Pro forma financial information is required in a negotiated 
third-party cash tender offer when securities are intended to be offered 
in a subsequent merger or other transaction in which remaining target 
securities are acquired and the acquisition of the subject company is 
significant to the offeror under Sec. 210.11-01(b)(1) of this chapter. 
The offeror must disclose the financial information specified in Item 
3(f) and Item 5 of Form S-4 (Sec. 239.25 of this chapter) in the 
schedule filed with the Commission, but may furnish only the summary 
financial information specified in Item 3(d), (e) and (f) of Form S-4 in 
the disclosure document sent to security holders. If pro forma financial 
information is required by this instruction, the historical financial 
statements specified in Item 1010 of Regulation M-A (Sec. 229.1010 of 
this chapter) are required for the bidder.
    6. The disclosure materials disseminated to security holders may 
contain the summarized financial information specified by Item 1010(c) 
of Regulation M-A (Sec. 229.1010 of this chapter) instead of the 
financial information required by Item 1010(a) and (b). In that case, 
the financial information required by Item 1010(a) and (b) of Regulation 
M-A must be disclosed in the statement. If summarized financial 
information is disseminated to security holders, include appropriate 
instructions on how more complete financial information can be obtained. 
If the summarized financial information is prepared on the basis of a 
comprehensive body of accounting principles other than U.S. GAAP, the 
summarized financial information must be accompanied by a reconciliation 
as described in Instruction 8 of this Item.
    7. If the offeror is not subject to the periodic reporting 
requirements of the Act, the financial statements required by this Item 
need not be audited if audited financial statements are not available or 
obtainable without unreasonable cost or expense. Make a statement to 
that effect and the reasons for their unavailability.
    8. If the financial statements required by this Item are prepared on 
the basis of a comprehensive body of accounting principles other than 
U.S. GAAP, provide a reconciliation to U.S. GAAP in accordance with Item 
17 of Form 20-F (Sec. 249.220f of this chapter), unless a reconciliation 
is unavailable or not obtainable without unreasonable cost or expense. 
At a minimum, however, when financial statements are prepared on a basis 
other than U.S. GAAP, a narrative description of all material variations 
in accounting principles, practices and methods used in preparing the 
non-U.S. GAAP financial statements from those accepted in the U.S. must 
be presented.

                     Item 11. Additional Information

    Furnish the information required by Item 1011 of Regulation M-A 
(Sec. 229.1011 of this chapter).

                            Item 12. Exhibits

    File as an exhibit to the Schedule all documents specified by Item 
1016 (a), (b), (d), (g) and (h) of Regulation M-A (Sec. 229.1016 of this 
chapter).

             Item 13. Information Required by Schedule 13E-3

    If the Schedule TO is combined with Schedule 13E-3 (Sec. 240.13e-
100), set forth the information required by Schedule 13E-3 that is not 
included or covered by the items in Schedule TO.

Signature. After due inquiry and to the best of my knowledge and belief, 
I certify that the information set forth in this statement is true, 
complete and correct.

_______________________________________________________________________
(Signature)

_______________________________________________________________________
(Name and title)

_______________________________________________________________________
(Date)

    Instruction to Signature: The statement must be signed by the filing 
person or that person's authorized representative. If the statement is 
signed on behalf of a person by an authorized representative (other than 
an executive officer of a corporation or general partner of a 
partnership), evidence of the representative's authority to sign on 
behalf of the person must be filed with the statement. The name and any 
title of each person who signs the statement must be typed or printed 
beneath the signature. See Secs. 240.12b-11 and 240.14d-1(f) with 
respect to signature requirements.


[64 FR 61462, Nov. 10, 1999]



Sec. 240.14d-101  Schedule 14D-9.

Securities and Exchange Commission,
Washington, D.C. 20549

Schedule 14D-9

Solicitation/Recommendation Statement under Section 14(d)(4) of the 
Securities Exchange Act of 1934


[[Page 225]]


(Amendment No. ______)

_______________________________________________________________________
(Name of Subject Company)

_______________________________________________________________________
(Names of Persons Filing Statement)

_______________________________________________________________________
(Title of Class of Securities)

_______________________________________________________________________
(CUSIP Number of Class of Securities)

_______________________________________________________________________
(Name, address, and telephone numbers of person authorized to receive 
notices and communications on behalf of the persons filing statement)

    [  ] Check the box if the filing relates solely to preliminary 
communications made before the commencement of a tender offer.
    General Instructions:
    A. File eight copies of the statement, including all exhibits, with 
the Commission if paper filing is permitted.
    B. If the filing contains only preliminary communications made 
before the commencement of a tender offer, no signature is required. The 
filer need not respond to the items in the schedule. Any pre-
commencement communications that are filed under cover of this schedule 
need not be incorporated by reference into the schedule.
    C. If an item is inapplicable or the answer is in the negative, so 
state. The statement published, sent or given to security holders may 
omit negative and not applicable responses. If the schedule includes any 
information that is not published, sent or given to security holders, 
provide that information or specifically incorporate it by reference 
under the appropriate item number and heading in the schedule. Do not 
recite the text of disclosure requirements in the schedule or any 
document published, sent or given to security holders. Indicate clearly 
the coverage of the requirements without referring to the text of the 
items.
    D. Information contained in exhibits to the statement may be 
incorporated by reference in answer or partial answer to any item unless 
it would render the answer misleading, incomplete, unclear or confusing. 
A copy of any information that is incorporated by reference or a copy of 
the pertinent pages of a document containing the information must be 
submitted with this statement as an exhibit, unless it was previously 
filed with the Commission electronically on EDGAR. If an exhibit 
contains information responding to more than one item in the schedule, 
all information in that exhibit may be incorporated by reference once in 
response to the several items in the schedule for which it provides an 
answer. Information incorporated by reference is deemed filed with the 
Commission for all purposes of the Act.
    E. Amendments disclosing a material change in the information set 
forth in this statement may omit any information previously disclosed in 
this statement.

                   Item 1. Subject Company Information

    Furnish the information required by Item 1002(a) and (b) of 
Regulation M-A (Sec. 229.1002 of this chapter).

            Item 2. Identity and Background of Filing Person

    Furnish the information required by Item 1003(a) and (d) of 
Regulation M-A (Sec. 229.1003 of this chapter).

    Item 3. Past Contacts, Transactions, Negotiations and Agreements

    Furnish the information required by Item 1005(d) of Regulation M-A 
(Sec. 229.1005 of this chapter).

               Item 4. The Solicitation or Recommendation

    Furnish the information required by Item 1012(a) through (c) of 
Regulation M-A (Sec. 229.1012 of this chapter).

     Item 5. Person/Assets, Retained, Employed, Compensated or Used

    Furnish the information required by Item 1009(a) of Regulation M-A 
(Sec. 229.1009 of this chapter).

          Item 6. Interest in Securities of the Subject Company

    Furnish the information required by Item 1008(b) of Regulation M-A 
(Sec. 229.1008 of this chapter).

       Item 7. Purposes of the Transaction and Plans or Proposals

    Furnish the information required by Item 1006(d) of Regulation M-A 
(Sec. 229.1006 of this chapter).

                     Item 8. Additional Information

    Furnish the information required by Item 1011(b) of Regulation M-A 
(Sec. 229.1011 of this chapter).

                            Item 9. Exhibits

    File as an exhibit to the Schedule all documents specified by Item 
1016(a), (e) and (g) of Regulation M-A (Sec. 229.1016 of this chapter).
    Signature. After due inquiry and to the best of my knowledge and 
belief, I certify that the information set forth in this statement is 
true, complete and correct.

_______________________________________________________________________
(Signature)

_______________________________________________________________________
(Name and title)

_______________________________________________________________________
(Date)

    Instruction to Signature: The statement must be signed by the filing 
person or that

[[Page 226]]

person's authorized representative. If the statement is signed on behalf 
of a person by an authorized representative (other than an executive 
officer of a corporation or general partner of a partnership), evidence 
of the representative's authority to sign on behalf of the person must 
be filed with the statement. The name and any title of each person who 
signs the statement must be typed or printed beneath the signature. See 
Sec. 240.14d-1(f) with respect to signature requirements.

[64 FR 61464, Nov. 10, 1999]



Sec. 240.14d-102  Schedule 14D-1F. Tender offer statement pursuant to rule 14d-1(b) under the Securities Exchange Act of 1934.

                   Securities and Exchange Commission

                             Washington, DC

                             Schedule 14D-1F

 Tender Offer Statement Pursuant to Rule 14d-1(b) Under the Securities 
                          Exchange Act of 1934

                        [Amendment No. ________]

_______________________________________________________________________
(Name of Subject Company [Issuer])
_______________________________________________________________________
(Translation of Subject Company's [Issuer's] name into English (if 
applicable))
_______________________________________________________________________
(Jurisdiction of Subject Company's [Issuer's] Incorporation or 
Organization)
_______________________________________________________________________
(Bidder)
_______________________________________________________________________
(Title of Class of Securities)
_______________________________________________________________________
(CUSIP Number of Class of Securities (if applicable))
_______________________________________________________________________
(Name, address (including zip code) and telephone number (including area 
code) of person(s) authorized to receive notices and communications on 
behalf of bidder)
_______________________________________________________________________
(Date tender offer first published, sent or given to securityholders)

Calculation of Filing Fee*
    Transaction Valuation
    Amount of Filing Fee

    * Set forth the amount on which the filing fee is calculated and 
state how it was determined. See General Instruction II. C. for rules 
governing the calculation of the filing fee.

[  ] Check box if any part of the fee is offset as provided by Rule 0-
          11(a) (2) and identify the filing with which the offsetting 
          fee was previously paid. Identify the previous filing by 
          registration statement number, or the Form or Schedule and the 
          date of its filing.

Amount Previously Paid:_________________________________________________

Registration No.:_______________________________________________________
Filing Party:___________________________________________________________

Form:___________________________________________________________________

Date Filed:_____________________________________________________________

                          General Instructions

         I. Eligibility Requirements for Use of Schedule 14D-1F

    A. Schedule 14D-1F may be used by any person making a cash tender or 
exchange offer (the ``bidder'') for securities of any issuer 
incorporated or organized under the laws of Canada or any Canadian 
province or territory that is a foreign private issuer, where less than 
40 percent of the outstanding class of such issuer's securities that is 
the subject of the offer is held by U.S. holders. The calculation of 
U.S. holders shall be made as of the end of the subject issuer's last 
quarter or, if such quarter terminated within 60 days of the filing 
date, as of the end of such issuer's preceding quarter.

                              Instructions

    1. For purposes of this Schedule, ``foreign private issuer'' shall 
be construed in accordance with Rule 405 under the Securities Act.
    2. For purposes of this Schedule, the term ``U. S. holder'' shall 
mean any person whose address appears on the records of the issuer, any 
voting trustee, any depositary, any share transfer agent or any person 
acting in a similar capacity on behalf of the issuer as being located in 
the United States.
    3. With respect to any tender offer, including any exchange offer, 
otherwise eligible to proceed in accordance with Rule 14d-1(b) under the 
Securities Exchange Act of 1934 (the ``Exchange Act''), the issuer of 
the subject securities will be presumed to be a foreign private issuer 
and U. S. holders will be presumed to hold less than 40 percent of such 
outstanding securities, unless (a) the aggregate trading volume of that 
class on national securities exchanges in the United States and on 
NASDAQ exceeded its aggregate trading volume on securities exchanges in 
Canada and on the Canadian Dealing Network, Inc. (``CDN'') over the 12 
calendar month period prior to commencement of this offer, or if 
commenced in response to a prior offer, over the 12 calendar month 
period prior to commencement of the initial offer (based on volume 
figures published by such exchanges and NASDAQ and CDN) ; (b) the most 
recent annual report or annual information form filed or submitted by 
the issuer with securities regulators of Ontario, Quebec, British 
Columbia or Alberta (or, if the issuer of the subject securities is not 
a reporting issuer in any of such provinces, with any other Canadian 
securities regulator) or with the Commission indicates that U. S. 
holders hold 40

[[Page 227]]

percent or more of the subject class of securities; or (c) the offeror 
has actual knowledge that the level of U. S. ownership equals or exceeds 
40 percent of such securities.
    4. If this Schedule is filed during the pendency of one or more 
ongoing cash tender or exchange offers for securities of the class 
subject to this offer that was commenced or was eligible to be commenced 
on Schedule 13E-4F, Schedule 14D-1F and/or Form F-8 or Form F-80, the 
date for calculation of U. S. ownership for purposes of this Schedule 
shall be the same as that date used by the initial bidder or issuer.
    5. For purposes of this Schedule, the class of subject securities 
shall not include any securities that may be converted into or are 
exchangeable for the subject securities.
    B. Any bidder using this Schedule must extend the cash tender or 
exchange offer to U. S. holders of securities of the subject company 
upon terms and conditions not less favorable than those extended to any 
other holder of such securities, and must comply with the requirements 
of any Canadian federal, provincial and/or territorial law, regulation 
or policy relating to the terms and conditions of the offer.
    C. This Schedule shall not be used if the subject company is an 
investment company registered or required to be registered under the 
Investment Company Act of 1940.
    D. This Schedule shall not be used to comply with the reporting 
requirements of section 13(d) of the Exchange Act. Persons using this 
Schedule are reminded of their obligation to file or update a Schedule 
13D where required by section 13(d)(1) of the Exchange Act and the 
Commission's rules and regulations thereunder.

                     II. Filing Instructions and Fee

    A. Five copies of this Schedule and any amendment thereto (see part 
I, item 1(b)), including all exhibits and any other paper or document 
filed as part of the Schedule, shall be filed with the Commission at its 
principal office. Each copy shall be bound, stapled or otherwise 
compiled in one or more parts, without stiff covers. The binding shall 
be made on the side or stitching margin in such manner as to leave the 
reading matter legible. Three additional copies of the Schedule and any 
amendment thereto, similarly bound, also shall be filed. No exhibits are 
required to accompany such additional copies.
    B. The original and at least one copy of this Schedule and any 
amendments thereto shall be signed manually by the persons specified 
herein. Unsigned copies shall be conformed.
    C. At the time of filing this Schedule with the Commission, the 
bidder shall pay to the Commission in accordance with Rule 0-11 of the 
Exchange Act, a fee in U. S. dollars in the amount prescribed by section 
14(g)(3) of the Exchange Act. See also Rule 0-9 under the Exchange Act.
    (1) Where the bidder is offering securities or other non-cash 
consideration for some or all of the securities to be acquired, whether 
or not in combination with a cash payment for the same securities, the 
value of the consideration shall be based on the market value of the 
securities to be received by the bidder as established by paragraph 3 of 
this section.
    (2) If there is no market for the securities to be acquired by the 
bidder, the book value of such securities computed as of the latest 
practicable date prior to the date of filing the Schedule shall be used, 
unless the issuer of such securities is in bankruptcy or receivership or 
has an accumulated capital deficit, in which case one-third of the 
principal amount, par value or stated value of such securities shall be 
used.
    (3) When the fee is based upon the market value of the securities, 
such market value shall be calculated upon the basis of either the 
average of the high and low prices reported in the consolidated 
reporting system (for exchange traded securities and last sale reported 
for over-the-counter securities) or the average of the bid and asked 
price (for other over-the-counter securities) as of a specified date 
within five business days prior to the date of filing the Schedule.
    D. If at any time after the initial payment of the fee the aggregate 
consideration offered is increased, an additional filing fee based upon 
such increase shall be paid with the required amended filing.
    E. If any part of the document or documents to be sent to 
shareholders is in a foreign language, it shall be accompanied by a 
translation in English. If any other part of this Schedule, or any 
exhibit or other paper or document filed as part of the Schedule, is in 
a language other than English, it shall be accompanied by a substantive 
summary, version or translation in the English language.
    F. The manually signed original of the Schedule or any amendment 
thereto shall be numbered sequentially (in addition to any internal 
numbering which otherwise may be present) by handwritten, typed, printed 
or other legible form of notation from the first page of the document 
through the last page of that document and any exhibits or attachments 
thereto. Further, the total number of pages contained in a numbered 
original shall be set forth on the first page of the document.

                  III. Compliance With the Exchange Act

    A. Pursuant to Rule 14d-1(b) under the Exchange Act, the bidder 
shall be deemed to comply with the requirements of sections 14(d)(1) 
through 14(d)(7) of the Exchange Act, Regulation 14D under the Exchange 
Act and Schedule 14D-1 thereunder, and Rule 14e-1

[[Page 228]]

under Regulation 14E of the Exchange Act, in connection with a cash 
tender or exchange offer for securities that may be made pursuant to 
this Schedule; provided that, if an exemption has been granted from 
requirements of Canadian federal, provincial, and/or territorial laws, 
regulations or policies, and the tender offer does not comply with 
requirements that otherwise would be prescribed by Regulation 14D or 
14E, the bidder (absent an order from the Commission) shall comply with 
the provisions of sections 14(d)(1) through 14(d)(7), Regulation 14D and 
Schedule 14D-1 thereunder, and Rule 14e-1 under Regulation 14E.
    B. Any cash tender or exchange offer made pursuant to this Schedule 
is not exempt from the antifraud provisions of section 10(b) of the 
Exchange Act and Rule 10b-5 thereunder, and section 14(e) of the 
Exchange Act and Rule 14e-3 thereunder, and this Schedule shall be 
deemed ``filed'' for purposes of section 18 of the Exchange Act.
    C. The bidder's attention is directed to Regulation M (Secs. 242.100 
through 242.105 of this chapter) in the case of an exchange offer, and 
to Rule 10b-13 under the Exchange Act (Sec. 240.10b-13) for any exchange 
or cash tender offer. [See Exchange Act Release No. 29355 (June 21, 
1991) containing an exemption from Rule 10b-13.]

         PART I--INFORMATION REQUIRED TO BE SENT TO SHAREHOLDERS

                   Item 1. Home Jurisdiction Documents

    (a) This Schedule shall be accompanied by the entire disclosure 
document or documents required to be delivered to holders of securities 
to be acquired in the proposed transaction by the bidder pursuant to the 
laws, regulations or policies of Canada and/or any of its provinces or 
territories governing the conduct of the tender offer. It shall not 
include any documents incorporated by reference into such disclosure 
document(s) and not distributed to offerees pursuant to any such law, 
regulation or policy.
    (b) Any amendment made by the bidder to a home jurisdiction document 
or documents shall be filed with the Commission under cover of this 
Schedule, which must indicate on the cover page the number of the 
amendment.
    (c) In an exchange offer where securities of the bidder have been or 
are to be offered or cancelled in the transaction, such securities shall 
be registered on forms promulgated by the Commission under the 
Securities Act of 1933 including, where available, the Commission's Form 
F-8 or F-80 providing for inclusion in that registration statement of 
the home jurisdiction prospectus.

                      Item 2. Informational Legends

    The following legends, to the extent applicable, shall appear on the 
outside front cover page of the home-jurisdiction document(s) in bold-
face roman type at least as high as ten-point modern type and at least 
two points leaded:
    ``This tender offer is made for the securities of a foreign issuer 
and while the offer is subject to disclosure requirements of the country 
in which the subject company is incorporated or organized, investors 
should be aware that these requirements are different from those of the 
United States. Financial statements included herein, if any, have been 
prepared in accordance with foreign generally accepted accounting 
principles and thus may not be comparable to financial statements of 
United States companies.
    ``The enforcement by investors of civil liabilities under the 
federal securities laws may be affected adversely by the fact that the 
subject company is located in a foreign country, and that some or all of 
its officers and directors are residents of a foreign country.
    ``Investors should be aware that the bidder or its affiliates, 
directly or indirectly, may bid for or make purchases of the issuer's 
securities subject to the offer, or of the issuer's related securities, 
during the period of the tender offer, as permitted by applicable 
Canadian laws or provincial laws or regulations. ''
    In the case of an exchange offer:
    ``Investors should be aware that the bidder or its affiliates, 
directly or indirectly, may bid for or make purchases of the issuer's 
securities subject to the offer or of the issuer's related securities, 
or of the bidder's securities to be distributed or of the bidder's 
related securities, during the period of the tender offer, as permitted 
by applicable Canadian laws or provincial laws or regulations. ''
    Note to Item 2. If the home-jurisdiction document(s) are delivered 
through an electronic medium, the issuer may satisfy the legibility 
requirements for the required legends relating to type size and font by 
presenting the legend in any manner reasonably calculated to draw 
security holder attention to it.

      PART II--INFORMATION NOT REQUIRED TO BE SENT TO SHAREHOLDERS

    The exhibits specified below shall be filed as part of the Schedule, 
but are not required to be sent to shareholders unless so required 
pursuant to the laws, regulations or policies of Canada and/or any of 
its provinces or territories. Exhibits shall be appropriately lettered 
or numbered for convenient reference.
    (1) File any reports or information that, in accordance with the 
requirements of the home jurisdiction(s), must be made publicly 
available by the bidder in connection with the transaction but need not 
be disseminated to shareholders.

[[Page 229]]

    (2) File copies of any documents incorporated by reference into the 
home jurisdiction document(s).
    (3) If any name is signed to this Schedule pursuant to power of 
attorney, manually signed copies of any such power of attorney shall be 
filed. If the name of any officer signing on behalf of the bidder is 
signed pursuant to a power of attorney, certified copies of the bidder's 
board of directors authorizing such signature also shall be filed.

        PART III--UNDERTAKINGS AND CONSENT TO SERVICE OF PROCESS

    1. Undertakings
    The Schedule shall set forth the following undertakings of the 
bidder:
    a. The bidder undertakes to make available, in person or by 
telephone, representatives to respond to inquiries made by the 
Commission staff, and to furnish promptly, when requested to do so by 
the Commission staff, information relating to this Schedule or to 
transactions in said securities.
    b. The bidder undertakes to disclose in the United States, on the 
same basis as it is required to make such disclosure pursuant to 
applicable Canadian federal and/or provincial or territorial laws, 
regulations or policies, or otherwise discloses, information regarding 
purchases of the issuer's securities in connection with the cash tender 
or exchange offer covered by this Schedule. Such information shall be 
set forth in amendments to this Schedule.
    c. In the case of an exchange offer:
    The bidder undertakes to disclose in the United States, on the same 
basis as it is required to make such disclosure pursuant to any 
applicable Canadian federal and/or provincial or territorial law, 
regulation or policy, or otherwise discloses, information regarding 
purchases of the issuer's or bidder's securities in connection with the 
offer.
    2. Consent to Service of Process
    (a) At the time of filing this Schedule, the bidder (if a non-U. S. 
person) shall file with the Commission a written irrevocable consent and 
power of attorney on Form F-X.
    (b) Any change to the name or address of a registrant's agent for 
service shall be communicated promptly to the Commission by amendment to 
Form F-X referencing the file number of the registrant.

                           PART IV--SIGNATURES

    A. The Schedule shall be signed by each person on whose behalf the 
Schedule is filed or its authorized representative. If the Schedule is 
signed on behalf of a person by his authorized representative (other 
than an executive officer or general partner of the bidder), evidence of 
the representative's authority shall be filed with the Schedule.
    B. The name and any title of each person who signs the Schedule 
shall be typed or printed beneath his signature.
    C. By signing this Schedule, the bidder consents without power of 
revocation that any administrative subpoena may be served, or any 
administrative proceeding, civil suit or civil action where the cause of 
action arises out of or relates to or concerns any offering made or 
purported to be made in connection with the filing on Schedule 14D-1F or 
any purchases or sales of any security in connection therewith, may be 
commenced against it in any administrative tribunal or in any 
appropriate court in any place subject to the jurisdiction of any state 
or of the United States by service of said subpoena or process upon the 
registrant's designated agent.
    After due inquiry and to the best of my knowledge and belief, I 
certify that the information set forth in this statement is true, 
complete and correct.
_______________________________________________________________________
    (Signature)
_______________________________________________________________________
    (Name and Title)
_______________________________________________________________________
    (Date)

[56 FR 30071, July 1, 1991; 57 FR 10615, Mar. 27, 1992, as amended at 61 
FR 24657, May 15, 1996; 62 FR 544, Jan. 3, 1997]



Sec. 240.14d-103  Schedule 14D-9F. Solicitation/recommendation statement pursuant to section 14(d)(4) of the Securities Exchange Act of 1934 and rules 14d-1(b) 
          and 14e-2(c) thereunder.

Securities and Exchange Commission Washington, DC 20549
Schedule 14D-9F
Solicitation/Recommendation Statement Pursuant to Section 14(d)(4) of 
the Securities Exchange Act of 1934 and Rules 14d-1(b) and 14e-2(c) 
Thereunder
[Amendment No. ____]
_______________________________________________________________________
    (Name of Subject Company [Issuer])
_______________________________________________________________________
    (Translation of Subject Company's [Issuer's] Name into English (if 
applicable))
_______________________________________________________________________
    (Jurisdiction of Subject Company's [Issuer's] Incorporation or 
Organization)
_______________________________________________________________________
    (Name(s) of Person(s) Filing Statement)
_______________________________________________________________________
    (Title of Class of Securities)
_______________________________________________________________________
    (CUSIP Number of Class of Securities (if applicable) )
_______________________________________________________________________
    (Name, address (including zip code) and telephone number (including 
area code) of

[[Page 230]]

person(s) authorized to receive notices and communications on behalf of 
the person(s) filing statement)

                          General Instructions

         I. Eligibility Requirements for Use of Schedule 14D-9F

    A. Schedule 14D-9F is used by any issuer incorporated or organized 
under the laws of Canada or any Canadian province or territory that is a 
foreign private issuer (the ``subject company'') , or by any director or 
officer of such issuer, where the issuer is the subject of a cash tender 
or exchange offer for a class of its securities filed on Schedule 14D-
1F.
    For purposes of this Schedule, ``foreign private issuer'' shall be 
construed in accordance with Rule 405 under the Securities Act.
    B. Any person(s) using this Schedule must comply with the 
requirements of any Canadian federal, provincial and/or territorial law, 
regulation or policy relating to a recommendation by the subject 
issuer's board of directors, or any director or officer thereof, with 
respect to the offer.

                         II. Filing Instructions

    A. Five copies of this Schedule and any amendment thereto (see part 
I, Item 1.(b)) , including all exhibits and any other paper or document 
filed as part of the Schedule, shall be filed with the Commission at its 
principal office. Each copy shall be bound, stapled or otherwise 
compiled in one or more parts, without stiff covers. The binding shall 
be made on the side or stitching margin in such manner as to leave the 
reading matter legible. Three additional copies of the Schedule and any 
amendment thereto, similarly bound, also shall be filed. No exhibits are 
required to accompany such additional copies.
    B. The original and at least one copy of this Schedule and any 
amendments thereto shall be signed manually by the persons specified 
herein. Unsigned copies shall be conformed.
    C. If any part of the document or documents to be sent to 
shareholders is in a language other than English, it shall be 
accompanied by a translation in English. If any other part of this 
Schedule, or any exhibit or other paper or document filed as part of 
this Schedule, is in a language other than English, it shall be 
accompanied by a substantive summary, version or translation in the 
English language.
    D. The manually signed original of the Schedule or any amendment 
thereto shall be numbered sequentially (in addition to any internal 
numbering which otherwise may be present) by handwritten, typed, printed 
or other legible form of notation from the first page of the document 
through the last page of that document and any exhibits or attachments 
thereto. Further, the total number of pages contained in a numbered 
original shall be set forth on the first page of the document.

                  III. Compliance with the Exchange Act

    A. Pursuant to Rule 14e-2(c) under the Securities Exchange Act of 
1934 (the ``Exchange Act''), this Schedule shall be filed by an issuer, 
a class of the securities of which is the subject of a cash tender or 
exchange offer filed on Schedule 14D-1F, and may be filed by any 
director or officer of such issuer.
    B. Any recommendation with respect to a cash tender or exchange 
offer for a class of securities of the subject company made pursuant to 
this Schedule is not exempt from the antifraud provisions of section 
10(b) of the Exchange Act and Rule 10b-5 thereunder and section 14(e) of 
the Exchange Act and Rule 14e-3 thereunder, and this Schedule shall be 
deemed ``filed'' with the Commission for purposes of section 18 of the 
Exchange Act.

         Part I--Information Required To Be Sent to Shareholders

                   Item 1. Home Jurisdiction Documents

    (a) This Schedule shall be accompanied by the entire disclosure 
document or documents required to be delivered to holders of securities 
to be acquired in the proposed transaction pursuant to the laws, 
regulations or policies of Canada and/or any of its provinces or 
territories governing the conduct of the offer. It shall not include any 
documents incorporated by reference into such disclosure document(s) and 
not distributed to offerees pursuant to any such law, regulation or 
policy.
    (b) Any amendment made to a home jurisdiction document or documents 
shall be filed with the Commission under cover of this Schedule, which 
must indicate on the cover page the number of the amendment.

                      Item 2. Informational Legends

    The following legends, to the extent applicable, shall appear on the 
outside front cover page of the home jurisdiction document(s) in bold-
face roman type at least as high as ten-point modern type and at least 
two points leaded:
    ``This tender offer is made for the securities of a foreign issuer 
and while the offer is subject to disclosure requirements of the country 
in which the subject issuer is incorporated or organized, investors 
should be aware that these requirements are different from those of the 
United States. Financial statements included herein, if any, have been 
prepared in accordance with foreign generally accepted accounting 
principles and thus may not be comparable to financial statements of 
United States companies.

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    ``The enforcement by investors of civil liabilities under the 
federal securities laws may be affected adversely by the fact that the 
issuer is located in a foreign country, and that some or all of its 
officers and directors are residents of a foreign country.''
    Note to Item 2. If the home jurisdiction document(s) are delivered 
through an electronic medium, the issuer may satisfy the legibility 
requirements for the required legends relating to type size and font by 
presenting the legend in any manner reasonably calculated to draw 
security holder attention to it.

      Part II--Information Not Required To Be Sent to Shareholders

    The exhibits specified below shall be filed as part of the Schedule, 
but are not required to be sent to shareholders unless so required 
pursuant to the laws, or regulations or policies of Canada and/or any of 
its provinces or territories. Exhibits shall be appropriately lettered 
or numbered for convenient reference.
    (1) File any reports or information that, in accordance with the 
requirements of the home jurisdiction(s), must be made publicly 
available by the person(s) filing this Schedule in connection with the 
transaction, but need not be disseminated to shareholders.
    (2) File copies of any documents incorporated by reference into the 
home jurisdiction document(s) .
    (3) If any name is signed to the Schedule pursuant to power of 
attorney, manually signed copies of any such power of attorney shall be 
filed. If the name of any officer signing on behalf of the issuer is 
signed pursuant to a power of attorney, certified copies of a resolution 
of the issuer's board of directors authorizing such signature also shall 
be filed.

    Part III--Undertaking and Consent to Service of Process

    1. Undertaking
    The Schedule shall set forth the following undertaking of the person 
filing it:
    The person(s) filing this Schedule undertakes to make available, in 
person or by telephone, representatives to respond to inquiries made by 
the Commission staff, and to furnish promptly, when requested to do so 
by the Commission staff, information relating to this Schedule or to 
transactions in said securities.
    2. Consent to Service of Process.
    (a) At the time of filing this Schedule, the person(s) (if a non-U. 
S. person) so filing shall file with the Commission a written 
irrevocable consent and power of attorney on Form F-X.
    (b) Any change to the name or address of a registrant's agent for 
service shall be communicated promptly to the Commission by amendment to 
Form F-X referencing the file number of the registrant.

                           Part IV--Signatures

    A. The Schedule s